Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) The Company shall and shall cause its Subsidiaries to, at Buyer’s sole expense, reasonably cooperate in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company shall use its reasonable best efforts to provide, and shall to cause each of its Subsidiaries toand their respective advisors, at Buyer’s sole expenselegal counsel, reasonably cooperate accountants, and representatives to use reasonable best efforts to provide, such reasonable cooperation (provided that, in connection with each case, the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or and/or any of its Subsidiaries. Such cooperation ) that is customary in connection with the arrangement of the Debt Financing contemplated by the Company and its Subsidiaries shall includeDebt Commitment Letter, at the including using reasonable request of Buyer, using their respective commercially reasonable best efforts to: (i) furnish such financial statements assist in preparation for and other financial data participate in marketing efforts and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required lender presentations in connection with any the Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities at reasonable times and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a)locations mutually agreed; (ii) cause its independent accountants to cooperate assist Parent with any financing source providing financing to Buyer or any the preparation by ▇▇▇▇▇▇ and the Debt Financing Sources of its Affiliates consistent with their customary practice bank information memoranda and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports similar marketing documents required in connection with any the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda; (iii) provide information related to the Company and its Subsidiaries cooperate reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (viiv) execute and deliver as of (but not prior to) the Closing any pledge and security documents, account control agreements, mortgages, other definitive financing documents, currency or interest hedging arrangements, or other certificates or documents as may be reasonably requested by ▇▇▇▇▇▇ (including a certificate of the chief financial officer (or other comparable officer) of the Company with respect to solvency matters after giving effect to the transactions contemplated hereby) (provided that, other than with respect to any customary representation letters referred to in clause (ii) above, (A) none of the documents or certificates shall be executed or delivered, except in connection with the Closing, and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing) and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing; and (v) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is reasonably required by under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements Act, to the extent required by SEC rules and regulations the Debt Commitment Letter. (including those required to be included in any periodic report that Buyer or b) In connection with such cooperation, neither the Company nor any of its Affiliates is Subsidiaries shall be required to file under the 1934 Act following the Closing(i) pay any commitment or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts similar fee in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries prior to the extent such information contains Closing Date or bear or reimburse any material misstatement of fact costs or omits expenses or make any payment to state obtain consent or to incur any material fact necessary other actual or potential liability or cause or permit any Lien to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or be placed on any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered its assets in connection with the Debt Financing prior to Closing, in each case, for which it has not received prior reimbursement or is not otherwise fully indemnified by or on behalf of Parent, (ii) become an issuer or other obligor with respect to the Debt Financing; (xiv) prevent , unless and until the syndication, incurrence or issuanceClosing occurs, or any attempt to syndicate, incur (iii) execute or issuedeliver, or take any announcement corporate or authorization of other action to adopt or approve, any document, agreement, certificate or instrument with respect to the announcement of Financing that will be effective before the syndicationClosing Date. Parent shall, incurrence or issuancepromptly, of any debt facility or any debt security of upon written request by the Company, reimburse the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other applicable, for all reasonable and documented out-of-pocket fees, in each casecosts, in connection with and expenses incurred by any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk any of damage their respective representatives (including those of their accounting firms engaged to assist in connection with the Debt Financing and legal counsel) in connection with the cooperation required by this Section 6.14, and shall indemnify and hold harmless the Company and its Subsidiaries and each of their respective representatives from and against all losses, damages, claims, costs, or destruction expenses (including reasonable attorneys’ fees) suffered or incurred by any of them directly or indirectly in connection with such Person complying with their obligations under this Section 6.14 and any information used in connection therewith. (c) The Company hereby consents to the use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that would not harm or disparage the Company or the Company’s reputation, goodwill or marks and will comply with the Company’s reasonable usage requirements. (d) Nothing in this Section 6.14 shall require such cooperation to the extent it would (i) cause any property condition to Closing set forth in Article VII to fail to be satisfied or assets otherwise cause any breach of this Agreement (unless, in each case, waived by Parent), (ii) require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement or take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any of their respective Organizational Documents, any applicable Laws or the Existing Debt Documents or (iii) result in any officer, director employee, agent or other representative of the Company or any of its Subsidiaries, Subsidiaries incurring any personal liability (D) provide any information the disclosure of which is prohibited as opposed to liability in his or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(aher capacity as officer) with respect to any matters relating to the Debt Financing that is not contingent on the ClosingFinancing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company shall Following the date hereof and prior to the Closing, Seller shall, and shall cause its Subsidiaries to, at Buyer’s sole expense, each of the Brand Companies and their respective Representatives and employees to provide to Purchaser such cooperation reasonably cooperate requested by Purchaser in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeFinancing, at the reasonable request of Buyer, using their respective commercially reasonable efforts toincluding: (i) furnish such financial statements causing appropriate officers and employees of Seller and the Brand Companies to be available on a customary basis to meet with prospective lenders, rating agencies and investors in presentations, meetings, road shows and due diligence sessions and assist with the preparation of projections and other financial data pertinent information in form and other information relating substance not previously provided to the Company and its Subsidiaries and Purchaser as reasonably requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (wPurchaser’s lender(s) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any the Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows cooperating with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sourceslenders’ documentary due diligence, to the extent customary and reasonable, including, but not limited to, the delivery of Organizational Documents of the Brand Companies and lien searches, and reasonably cooperating with Purchaser to facilitate an appraisal of the Intellectual Property owned by the Brand Companies, each as contemplated by the Debt Commitment Letters; (viiii) provide information reasonably necessary to assist Buyer executing and delivering into escrow any credit agreement, customary and reasonable pledge and security documents, guarantee documents, supplemental indenture, currency or any of its Affiliates in its preparation of material relating interest hedging arrangements, other definitive financing documents, or other certificates, or other documents with respect to the Company and its Subsidiaries for rating agency presentationsDebt Financing contemplated by the Debt Commitment Letters as may be reasonably requested by Purchaser or otherwise reasonably facilitating the pledging of collateral; (viiiv) provide at least three (3) Business Days prior furnishing Purchaser and its sources of Debt Financing as promptly as practicable financial statements with respect to the Acceptance Time period following the date hereof as reasonably required by such sources and not previously provided to Purchaser by Seller; (v) furnishing Purchaser, within the time period specified in the Debt Commitment Letters or as otherwise reasonably requested by the sources of the Debt Financing with all documentation and other information about the Company and its Subsidiaries as is required by regulators and authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Patriot Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time2001; (viiivi) provide information reasonably necessary to assist Buyer taking such reasonable actions as may be required, proper or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably advisable, as requested by Buyer or any Purchaser, to facilitate the guarantee and pledge of its Affiliates; (x) cooperate with the providers of collateral to secure the Debt Financing to ensure thatFinancing, to the extent practicable and appropriate, any syndication efforts including cooperating in connection with the Debt Financing benefit from pay-off of existing Indebtedness and the Company’s and its Subsidiaries’ existing lending relationships;release of Liens related thereto; and (xivii) supplement using commercially reasonable efforts to obtain customary pay-off letters, Lien releases, instruments of termination, waivers, consents, and approvals from other parties to Contracts and Liens to which the written Brand Companies are a party or formally presented information by which any of them or their assets or properties are bound or subject; provided, that (other than projections and other forward-looking materials and information of a general economic or industry specific nature1) provided by nothing herein shall require such cooperation to the extent it would require the Company or its Subsidiaries Affiliates to waive or amend any terms of this Agreement or to agree to pay any fees, reimburse any expenses or give any indemnities prior to the Closing for which it has not received prior reimbursement by or on behalf of Purchaser or for which it has not otherwise agreed to pay or reimburse under this Agreement, or to give any indemnities or incur any liabilities other than reimbursements and liabilities of the Brand Companies that are effective only after the Closing, (2) nothing herein shall require such cooperation from the Company or its Affiliates to the extent such information contains any material misstatement of fact it would unreasonably interfere with or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist disrupt the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security ongoing operations of the Company or its Affiliates, (3) no action, liability or obligation of the Company under any of its Subsidiariescertificate, except as otherwise permitted under the commitment letter with respect agreement, arrangement, document or instrument relating to the Debt Financing or under Section 5.01; provided that shall be effective until after the Closing and (4) neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay issue any commitment or other feesoffering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in each case, in connection with any relation to the Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of but such documents may contain disclosure and financial statements reflecting the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of as the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on obligor following the Closing. (b) Buyer shallPurchaser shall promptly, promptly upon request by the CompanyCompany or Seller, reimburse the Company Seller for all documented and reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, its Subsidiaries and its and Seller or any of their respective Affiliates or Representatives in connection with their respective the cooperation of the Company and any other Brand Company contemplated by this Section 7.15, and the foregoing obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless survive termination of this Agreement. (c) In no event shall Seller, the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered Brand Company or incurred by any of them their Affiliates be in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided breach of this Agreement because of the failure by the Company or any Brand Company to deliver any financial or other information that is not currently readily available to the Company or any Brand Company on the date hereof or is not otherwise prepared in the ordinary course of its Subsidiaries business at the time requested by Purchaser or for use in such financing)failure to obtain any review of any financial or other information by its accountants.

Financing Cooperation. (a) The Company shall and shall cause Upon the request of any Investor or of its Subsidiaries toAffiliates that it wishes to pledge, at Buyer’s sole expense, reasonably cooperate hypothecate or grant security interests in any or all of the Investor Shares in connection with the arrangement one or more Permitted Loans, including to banks or financial institutions as collateral or security for loans, advances or extensions of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of credit, the Company or its Subsidiaries. Such cooperation by the Company agrees to use reasonable best efforts to provide to such Investor and its Subsidiaries shall includeAffiliates, at the reasonable request of Buyeras applicable, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives cooperation as may be reasonably necessary or advisable to consummate any Debt Financingsuch pledge, hypothecation or grant, including financial statementsentry into letter agreements with lenders substantially in the form of Exhibit C hereto (each, financial dataan “Issuer Agreement”) and, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required if requested by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer Investor or any of its Affiliates consistent with their customary practice (and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents notwithstanding anything to the inclusion contrary in this Agreement and the Investment Agreements, including Section 3.1(k) of audit reports in connection with each Investment Agreement and Section 6.3 hereof), instructing the transfer agent to transfer any Debt Financing; (iii) provide information related such Investor Shares subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligencewithout, to the extent customary and reasonable; permitted by Applicable Laws, restrictive legends subject to receipt of an opinion from nationally recognized counsel reasonably satisfactory to the Company. The Company’s obligation to deliver an Issuer Agreement is conditioned on (vii) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating the Investor delivering to the Company and its Subsidiaries for rating agency presentations; (viiA) provide at least three five (35) Business Days prior to the Acceptance Time all documentation date of the requested Issuer Agreement, a substantially final draft of the Permitted Loan to which the Issuer Agreement relates, and other information about (B) an executed copy of the Permitted Loan to which the Issuer Agreement relates and (ii) the Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Investor has pledged the Investor Shares as collateral to the lenders under such Permitted Loan and the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) an event of default (as described in such loan agreement) constitutes the sole circumstances under which the lenders under the Permitted Loan may foreclose on the Investor Shares and that such provisions do not violate the terms of this Agreement, (C) pursuant to the provisions of such loan agreement, the Investor may sell Investor Shares in order to satisfy a margin call or repay a Permitted Loan, in each case, to the extent necessary to satisfy a bone fide margin call on such Permitted Loan or otherwise in compliance with the terms of this Agreement and that such provisions do not violate the terms of this Agreement and (D) the Investor acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement. The Investor acknowledges and agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Investor under this Agreement, the Investor shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. The Company agrees and acknowledges that (a) no lender or collateral agent with respect to a Permitted Loan shall become party to this Agreement or be subject to any provision hereunder and (b) that it shall not condition its Subsidiaries as is required cooperation under this Section 1.4 on (i) any lender or collateral agent agreeing to become party to this Agreement or becoming subject to any such provision or (ii) any agreement, representation, warranty or obligation by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer Investor or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer other than as set forth in this Agreement or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the ClosingIssuer Agreement. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company For purposes of this Section 6.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), whether for debt, equity or otherwise. Prior to the Closing, Seller shall, and shall use reasonable best efforts to cause each of its Subsidiaries Affiliates and Representatives to, at Buyer’s sole expense, use reasonable best efforts to provide to Buyer such cooperation reasonably cooperate requested by Buyer and reasonably required in connection with the arrangement Financing or the Alternate Financing, including (to the extent reasonably requested and reasonably required): (i) participating in a customary and reasonable number of any Debt meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and similar documents for the Financing, including execution and delivery of customary representation letters in connection with an audit of the Business and auditors comfort letter; (iii) as promptly as reasonably practical, and in no event later than March 31, 2013, furnishing Buyer with (x) audited balance sheets for the Business as at December 31, 2011 and 2012, and (y) audited statements of income and cash flows for the Business for the three (3) years ended December 31, 2012 and (z) within forty-five (45) days of the end of the relevant fiscal quarter, unaudited interim financial statements for each fiscal quarter ending after January 1, 2013 (collectively, the “Carve-Out Financials”); (iv) in addition to the information required pursuant to clause (iii), above, as promptly as reasonably practical, furnishing Buyer and the other parties to the Financing Letter with financial and other information regarding the Business and the Assets as may be reasonably requested by Buyer (including in connection with Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations ’s preparation of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such pro forma financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financingstatements), including unaudited interim financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under of the Securities Act of 1933 Act for a registered public offering offering, and of debt securities, (y) of the type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities under Rule 144A of contemplated by the 1933 ActFinancing, or (z) as otherwise reasonably required in connection with any Debt Financing the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassuranceassurance” comfort) from independent accountants in connection with the offering(s) of debt or equity securities in connection with any Debt Financing; provided that contemplated by the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any Financing (all such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”iii) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; this clause (iv) provide ), including the reasonable use by Buyer and its Affiliates of Carve-Out Financials, the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use“Required Information”); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, providing information relating to the extent Business that is reasonably available to it to assist in the preparation of any credit agreements, indentures, purchase agreements, currency or interest hedging arrangements, other definitive financing documents, officer’s certificates, customary and reasonableclosing documents, or other certificates or documents with respect to the Financing contemplated by the Financing as may be reasonably requested by Buyer; (vi) provide furnishing Buyer and their Financing sources as promptly as practicable all financial information reasonably necessary required to assist Buyer or any of its Affiliates in its preparation of material relating be delivered pursuant to the Company Financing Letter and its Subsidiaries monthly financial statements for rating agency presentationsthe Business (to the extent prepared in the ordinary course of business); (vii) provide at least three (3) assisting Buyer to obtain waivers, consents, estoppels and approvals from other parties to Contracts, material Leases and Easements, and Encumbrances to which the Assets or the Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time;are bound; and (viii) provide information cooperating with Buyer in its efforts to obtain accountants’ comfort Letter, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Financing, as reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements requested by Buyer; provided that (A) nothing herein shall require such cooperation to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer it would require Seller or any of its Affiliates to be included waive or amend any terms of this Agreement, incur any Liabilities, pay any fees, reimburse any expenses, in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments each case, with respect to the Financing, prior to the Closing for which it has not received prior reimbursement by or on behalf of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer Buyer, or would cause Seller or any of its Affiliates; Affiliates to breach this Agreement or become unable to satisfy a condition to the Closing, (xB) cooperate with the providers of the Debt Financing to ensure that, nothing herein shall require such cooperation from Seller or its Affiliates to the extent practicable it would unreasonably interfere with the ongoing operations of Seller or its Affiliates and appropriate(C) there shall be no action, Liability or obligation of Seller or its Affiliates under any certificate, agreement, arrangement, document or instrument relating to the Financing. Notwithstanding anything to the contrary in this Section 6.10, neither Seller nor its Affiliates shall be in breach of the covenant set forth in this Section 6.10 if it has acted in good faith to comply with the cooperation and assistance set forth herein. (b) Buyer shall indemnify the Seller Indemnitees from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any syndication efforts of them, directly or indirectly relating to, arising out of or resulting from the arrangement of the Financing, any other financing and/or the provision of information utilized in connection with therewith to the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships;fullest extent permitted by applicable Legal Requirement. (xic) supplement Seller will use its reasonable best efforts to update Required Information provided to Buyer pursuant to clauses (iii) and (iv) of Section 6.10(a) as may be necessary such that the written or formally presented information (other than projections and other forward-looking materials and information Required Information does not contain any untrue statement of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits omit to state any material fact necessary in order to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing thatstatements made therein, in the case of any public-side version light of the information materials provided to such providerscircumstances under which they were made, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closingmisleading. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company 7.4.1 Prior to the Completion Date, King shall use all reasonable endeavours to provide to AB, and shall cause its Subsidiaries to, at Buyer’s sole expenseand shall use all reasonable endeavours to cause the respective officers, reasonably cooperate in connection with directors, employees and advisors and other Representatives, including legal and accounting, of each member of the arrangement of any Debt Financing King Group to, provide to AB and its Subsidiaries such cooperation as may be reasonably requested by Buyer; AB in connection with the syndication and consummation of the Financing (provided that that, in each case, such requested cooperation does not unreasonably interfere with the ongoing business or operations of any member of the Company King Group), including: (a) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions or sessions with prospective lenders, investors and rating agencies, in each case as reasonably requested and upon reasonable advance notice; provided, however, that such participation will be limited to King’s Executive Officers and will be solely for the purpose of providing information in relation to King; (b) providing information in connection with the preparation of materials for rating agency presentations, bank information memoranda, lender presentations, investor presentations and other customary marketing materials and documents required or necessary in connection with the Financing and the Transactions, including furnishing customary and reasonable business and financial projections reasonably requested by AB or any of its Subsidiaries. Such cooperation by , furnishing customary and reasonable records, data or other information necessary to support any statistical information or claims relating to any member of the Company and its Subsidiaries shall includeKing Group appearing in the aforementioned marketing materials, and, at the reasonable request of BuyerAB, using providing necessary support and information to enable AB to prepare materials demonstrating the meaningful differences in measurement of the King Group’s historical financial performance under IFRS compared to US GAAP, consenting (such consent not to be unreasonably withheld, conditioned or delayed) to AB filing a Form 8-K with the SEC disclosing information identified by AB relating to the King Group (other than projections) for purposes of permitting such information to be included in marketing materials or memoranda for the Financing to be provided to potential investors who do not wish to receive material non-public information with respect to AB and its Subsidiaries, the King Group or any of their respective commercially reasonable efforts to: securities; provided, however, that nothing in this sub-clause requires King to provide (i) furnish such information regarding compensation, (ii) US GAAP financial statements and other financial data and other information relating to or (iii) anything that will result in unreasonable interference with the Company and its Subsidiaries and requested business of King; (c) furnishing AB, as promptly as reasonably practicable upon request by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt AB in connection with the Financing, including with the following financial statements, information regarding the King Group: (i) the audited consolidated statements of financial data, projections, audit reports and other information (w) constituting audited financial statements relating to position for the Company and its Subsidiaries for each of its three most recent fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 (and, if applicable, each subsequent fiscal year ended at least 60 90 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior yearsCompletion Date) and related audited consolidated statements of operations, comprehensive income, changes in equity and cash flows of the King Group for the fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 (and, if applicable, each subsequent fiscal year ended at least 40 90 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 reviewCompletion Date), (x) of the type in each case, prepared in accordance with IFRS, and form required by in compliance with Regulation S-X and promulgated under the Securities Act (“Regulation S-K promulgated under X”), and (ii) the 1933 Act unaudited consolidated statements of financial position and related consolidated statements of operations of the King Group for a registered public offering each subsequent fiscal quarter ended at least 45 days prior to the Completion Date, and for the comparable period of debt securitiesthe prior fiscal year, in each case, prepared in accordance with International Accounting Standard 34, as issued by IASB; provided, however, that nothing in this sub-clause (c) requires King to provide (A) information regarding compensation, (yB) US GAAP financial information or (C) information that is subject to confidentiality agreements, or is privileged, or is otherwise confidential and is a trade secret or competitively sensitive (unless disclosure is required to avoid a material misstatement or omission or is material non-public information and disclosed pursuant to Clause 7.4.1(b) above). Subject to disclosures contemplated by sub-clause (C) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Actimmediately preceding sentence, AB shall cause all non-public or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any other confidential information memorandum, prospectus, offering memorandum provided by or other marketing and syndication materials shall be as set forth in clause (viii) on behalf of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company King or any of its Subsidiaries or Representatives pursuant to this Clause 7.4 to be kept confidential in accordance with the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rightsAB Confidentiality Agreement; (vd) participate furnishing AB, as promptly as reasonably practicable and prior to Completion with financial and other information with respect to the members of the King Group prepared in accordance with the applicable provisions of US GAAP and Regulation S-X reasonably necessary for AB to (i) evaluate the significance of the members of the King Group pursuant to Regulation S-X and causing senior management (ii) prepare pro forma financial statements (including financial information with respect to the members of the King Group as of and representativesfor (x) the most recent annual period provided pursuant to sub-clause (c)(i) above, with appropriate seniority (y) the most recent interim period provided pursuant to sub-clause (c)(ii) above and expertise(z) the 12-month period ending on the most recent statements of financial position date of King provided pursuant to sub-clauses (c)(i) or (c)(ii) above), prepared by AB after giving effect to participatethe Transactions and the Financing as if such transactions and the Financing had occurred as of such date (in the case of statements of financial position) or at the beginning of such period (in the case of other financial statements) in a reasonable accordance with the applicable provisions of US GAAP and limited number of meetings, presentations and road shows Regulation S-X; (e) reasonably cooperating with prospective lenders and investors and in drafting sessions and requests for due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary for financings of a type similar to the Financing and reasonableprovided that such requests do not unreasonably interfere with the business of King; (vif) provide information reasonably necessary to assist Buyer or providing promptly, and in any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide event, at least three (3) Business Days prior to the Acceptance Time all Completion Date, such customary documentation and other customary information about the Company and its Subsidiaries King Group as is required reasonably requested in writing by AB reasonably in advance of, and in any event, at least 20 calendar days prior to, the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance TimeAct; (viiig) provide information reasonably necessary to assist Buyer or any of its Affiliates assisting with the preparation of pro forma financial information any credit agreements, indentures, notes, security purchase agreements, guarantees, pledge and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing security documents, hedging arrangements, other definitive financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations , and other instruments of discharge certificates or documents and back-up therefor and back-up for legal opinions customary in connection with repayment financings of existing indebtedness of a type similar to the Company and its Subsidiaries Financing as may be reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company AB or any of its Subsidiaries, except ; and (h) cooperating with AB and AB’s efforts to obtain corporate and facilities ratings as otherwise permitted under reasonably requested by AB. provided that: (i) no member of the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives King Group shall be required to (A) pay any commitment or other feesfee or incur any cost, expense or liability (other than fees and expenses that are to be promptly reimbursed by AB under Clause 7.4.2) in connection with the Financing prior to the Completion Date; (ii) the King Board and officers of King prior to the Completion Date and the directors and officers of the Subsidiaries of King prior to the Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained; (iii) no member of the King Group shall be required to execute, prior to the Completion Date, any financing agreements, including any credit, security, pledge or other agreements in connection with the Financing, or deliver any solvency, officers’ or similar certificates or legal opinions in connection with the Financing, in each case, that are not subject to the occurrence of the Completion Date (other than representation letters required by King and its Subsidiaries’ auditors in connection with any Debt Financingthe delivery of “comfort letters”); and (iv) except as expressly provided above, (B) give any indemnities in connection with any debt financing, (C) no member of the King Group shall be required to take any action that, in corporate actions that are not subject to the good faith determination occurrence of the Company, would unreasonably interfere with Completion Date to permit the conduct consummation of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the ClosingFinancing. (b) Buyer 7.4.2 AB shall, promptly upon request by the CompanyKing, reimburse the Company King for all reasonable documented out-of-pocket costs and expenses incurred by any member of the Company, its Subsidiaries and its and their respective Representatives King Group in connection with their respective obligations pursuant to Section 7.08(a). Buyer cooperation under this Clause 7.4 and shall indemnify and hold harmless the CompanyKing, its Subsidiaries and their respective Representatives, Representatives (including the King Board and officers of King or any of its Subsidiaries prior to the Completion Date) from and against any and all losses liabilities, losses, damages, claims, expenses, interest, judgments and penalties (each, a “Loss”) suffered or incurred by any of them in connection with any debt financing and the syndication or consummation of the Financing, any information utilized utilised in connection therewith and any action taken by them at the request of AB or its Representatives (other than material misstatements or omissions in information provided by any member of the Company King Group or any to the extent a Loss arises from the gross negligence, bad faith or misconduct of or a breach of this Agreement by an indemnified party). 7.4.3 King shall, or shall cause its Subsidiaries to, supplement the information provided in connection with the Financing on a reasonably current basis to the extent that any such information, to the Knowledge of King, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading in any material respect at the time and in light of the circumstances under which such statement is made, promptly after gaining Knowledge thereof. 7.4.4 King hereby consents to the use of the names and marks of King and its Affiliates (including any Trademarks derived therefrom) in connection with the Financing; provided, that such names and marks are used solely in a manner that is not intended to or reasonably likely to harm or disparage King or its Affiliates or their reputation, goodwill or intellectual property. 7.4.5 King shall use all reasonable endeavours to assist in the delivery to AB of customary payoff letters, lien terminations and instruments of discharge in form and substance reasonably satisfactory to AB to allow for use the payoff, discharge and termination in such financing)full on the ABL credit facility under the ABL Credit Agreement dated as of October 7, 2013, as amended, among Midasplayer International Holding Company Limited, ▇▇▇▇.▇▇▇ Limited, Midasplayer Vertriebs GmbH, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. and the other parties thereto. 7.4.6 Notwithstanding anything to the contrary in the foregoing, nothing in this Clause 7.4 shall require any member of the King Group to take any action that would violate Section 82 of the Act.

Financing Cooperation. (a) The Prior to the Acceptance Time, the Company shall shall, and shall use reasonable best efforts to cause its Subsidiaries officers, employees, consultants and advisors, including legal and accounting advisors, to, at Buyer’s sole expense, reasonably cooperate in connection with the arrangement of any Debt Financing provide to Parent such cooperation as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere Parent in connection with obtaining the ongoing operations Debt Financing, including, (i) making senior management and advisors of the Company available to participate in a reasonable number of meetings, presentations, and due diligence sessions with proposed lenders or its Subsidiaries. Such cooperation by the Company placement agents, and its Subsidiaries shall includein sessions with rating agencies, in each case at the reasonable request such times as coordinated reasonably in advance thereof, (ii) assisting Parent with Parent’s preparation of Buyer, using their respective commercially reasonable efforts to: (i) furnish such pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, financial data projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the future performance of the business of the Company to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral (provided that, in each case, to the extent provided in clause (iii) of the first sentence of Section 6.14(b), such documents shall be subject to the Closing and shall only be effective at or after the Effective Time), (iv) requesting and cooperating in obtaining customary lien terminations and instruments of discharge (the effectiveness of which shall be subject to the Closing and the occurrence of the Effective Time), relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Existing Loan Agreement are as set forth in Section 6.14(c) below), (v) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company, (vi) assisting with due diligence activities relating to the Company’s financial and other information relating during normal business hours upon reasonable advance notice, (vii) furnishing to the Company Parent and its Subsidiaries Debt Financing sources all pertinent and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including customary financial statements, financial data, projections, audit reports and other information regarding the Company reasonably requested by Parent as promptly as practicable following such request (w) constituting it being agreed that the fiscal year 2013 audited financial statements relating to described in the immediately following clause (1) shall be furnished as soon as they become available and in any event no later than 75 days after December 31, 2013), including (1) the Company’s fiscal year 2013, 2012 and 2011 audited financial statements and (2) the Company unaudited consolidated balance sheets and its Subsidiaries related statements of income and cash flows for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) quarter ended after the date close of its most recent audited financial statements (and corresponding periods of any prior years) fiscal year 2013 and at least 40 days prior to the Closing Date (with respect viii) taking all actions reasonably requested to which independent auditors shall have performed a SAS 100 review)(A) permit the prospective lenders and placement agents involved in the Debt Financing to evaluate the Company’s assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (xB) of the type establish bank and form required by Regulation S-X other accounts and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type blocked account contracts and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required lock box arrangements in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with foregoing after the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w)Acceptance Time, (xix) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three four (34) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Patriot Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten eight (10) Business Days 8) calendar days prior to the anticipated Acceptance Time and (x) subject to the occurrence of the Acceptance Time; (viii) provide information reasonably , taking all corporate actions necessary to assist Buyer or any permit consummation of its Affiliates with the preparation of pro forma financial information and financial statements Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent required it would interfere materially and unreasonably with the business or operations of the Company, (2) delivery of (A) any other financial information in a form not customarily prepared by SEC rules the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, unless, except in the case of clauses (A) and regulations (including those required C), such information is earlier reasonably available to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer Parent, or (3) the taking of any of its Affiliates; action that would conflict with or violate (x) cooperate with the providers Company’ Certificate of Incorporation or Bylaws, in each case that are not contingent upon the earlier of the Debt Financing to ensure that, Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the extent practicable and appropriate, any syndication efforts use of its logos in connection with the Debt Financing benefit from Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company’s Company or the reputation or goodwill of the Company or any of its logos and on such other customary terms and conditions as the Company shall reasonably impose, and Parent and its Subsidiaries’ existing lending relationships;representatives shall cease all such use on the date of termination of this Agreement in the event that this Agreement is terminated in accordance with Section 8.01. (xib) supplement Nothing in this Section 6.14 shall require the written Company to (i) bear any out-of-pocket cost or formally presented information expense that is not reimbursed pursuant to this Section 6.14(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any definitive agreement or commitment that would be effective prior to the Effective Time (other than projections such management representation letters and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters with respect to the providers of the debt financing information memoranda, authorizing the distribution of information to prospective lenders and placement agents and containing customary representations that such information does not contain a customary 10b-5 representation material misstatement or omission, and a representation to that the providers of the debt financing that, in the case of any public-side version versions of the information materials provided to such providersdocuments, such information does if any, do not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any its securities for purposes of its Subsidiariesfederal securities laws). Furthermore, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries Company and its and their respective Representatives representatives in connection with their respective obligations pursuant to this Section 7.08(a)6.14. Buyer Parent shall indemnify and hold harmless the Company, its Subsidiaries Affiliates and their respective Representativesits representatives (collectively, the “Financing Indemnitees”) from and against any and all losses losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any debt financing the Debt Financing and any information utilized in connection therewith (other than material misstatements or omissions in any information provided in writing specifically for use by or on behalf of the Company), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by a Financing Indemnitee (the obligations in this sentence, the “Financing Cooperation Indemnity”). The obligations of Parent in the foregoing sentence shall survive the consummation of the Merger and any termination of this Agreement. After the Effective Time, the Financing Cooperation Indemnity only may be amended or waived in respect of any Financing Indemnitee with the consent of such Financing Indemnitee. (c) The Company shall use reasonable best efforts to deliver to Parent and Merger Sub at least three (3) Business Days’ prior to the Acceptance Time, but in no event later than two (2) Business Days before the Acceptance Time, a payoff letter with respect to the Second Amended and Restated Loan and Security Agreement dated December 22, 2011 by and among the Company and Oxford Finance LLC, Silicon Valley Bank and General Electric Capital Corporation (as amended, supplemented, or any otherwise modified from time to time, the “Existing Loan Agreement”), which payoff letter shall substantially provide (subject to customary exceptions) (x) that upon receipt of its Subsidiaries the payoff amount set forth in the payoff letter at or prior to the Effective Time, the respective indebtedness incurred thereunder and related instruments shall be terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the assets, rights and properties of the Company securing such Indebtedness, shall be, upon the payment of the amount set forth in the payoff letter at or prior to the Effective Time (and, if applicable, providing for use in letters of credit or cash collateral) be released and terminated. At or prior to the Effective Time (but subject to the Effective Time occurring), the Company shall pay off all amounts outstanding (including related fees and expenses) under the Existing Loan Agreement (up to the extent of cash available to the Company at such financingtime).

Financing Cooperation. (a) The During the Pre-Closing Period, the Company shall shall, and shall cause its Subsidiaries to, at Buyer’s sole expenseand shall use reasonable best efforts to cause its and their respective Representatives to, reasonably cooperate with Parent, Merger Sub and their respective Representatives in connection with the arrangement of any Debt Financing as may (for the purposes of this Section 7.09, the term “Financing” and “Debt Financing” shall be reasonably requested deemed to include customary high-yield non-convertible debt securities offering to be issued or incurred in lieu of or in addition to the Debt Financing), including by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or using its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the their reasonable request of Buyer, using their respective commercially reasonable best efforts to: (i) furnish provide the Required Information and such other financial statements and other financial data and other pertinent information relating to regarding the Company and its Subsidiaries and requested the transactions contemplated by Buyer or its Representatives this Agreement as may be reasonably necessary or advisable to consummate any requested in connection with the Debt Financing, including financial statementsin connection with (A) the preparation of rating agency presentations, financial datalender or investor presentations, projectionsinformation memoranda, audit reports offering memoranda, private placement memoranda (including under Rule 144A under the Securities Act), road show presentations and other information similar documents (wcollectively, “Marketing Materials”), (B) constituting audited the preparation by Parent, Merger Sub and their respective Representatives of pro forma financial statements relating to satisfying the Company requirements of the Debt Commitment Letter and (C) due diligence investigations by any Debt Financing Source or its Subsidiaries for each of its three most recent fiscal years ended at least 60 days Representatives; provided that, prior to the Closing Date and unaudited financial statements relating to Date, the Company shall ensure that the Required Information and other information provided pursuant to this clause (i), when taken as a whole, does not contain any untrue statement of a material fact regarding the Company or any of its Subsidiaries for or omit to state any quarterly interim period material fact regarding the Company or periods (other than the fourth fiscal quarter) ended after the date any of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior Subsidiaries that is necessary to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) make such Required Information not materially misleading in light of the type circumstances under which such statements have been made (giving effect to all supplements and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; updates provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(athereto); (ii) cause its independent accountants Representatives to cooperate participate, at reasonable times and locations and upon reasonable notice, in a reasonable number of meetings, conference calls, presentations, road shows, due diligence sessions, sessions with rating agencies and other marketing efforts by Parent, Merger Sub, any financing source providing financing to Buyer or any of its Affiliates consistent Debt Financing Source and their respective Representatives with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents respect to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in with the preparation of one or more confidential information memorandaMarketing Materials and with the negotiation and preparation of credit agreements, prospectusesguarantees, offering memoranda pledges, security documents, certificates and other marketing and syndication materials reasonably requested by Buyer or definitive documentation relating to the Debt Financing (including, in each case, any of its Affiliatesschedules thereto); (iv) provide facilitate the reasonable use pledging of collateral including by Buyer cooperating in connection with the payoff of existing indebtedness and its Affiliates the release of related Liens and the Company’s termination of security interests (including by delivering prepayment or termination notices as required by the terms of any existing indebtedness and its Subsidiaries’ logos for syndication and underwriting, as applicable, of delivering payoff letters or UCC-3 or equivalent financing (subject to advance review of and consultation with respect to such usestatements or termination notices); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate take all corporate actions (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days which actions shall not be effective prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing (i) to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of authorize the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided execution by the Company or any of its Subsidiaries for use of each definitive document relating to the Debt Financing to which it is specified to be a Party and (ii) to permit the consummation of the Debt Financing and the granting and perfection of security interests in such financing).collateral with respect thereto;

Financing Cooperation. (a) The Prior to the Closing, the Company shall and shall cause its Subsidiaries touse reasonable best efforts, at BuyerParent’s sole expense, reasonably to cooperate with Parent as necessary in connection with the arrangement of any the Debt Financing as may be customary and reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with ▇▇▇▇▇▇, including using reasonable best efforts to (a) cause the ongoing operations senior management of the Company or to participate at reasonable times in a commercially reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and other due diligence sessions, in each case, upon reasonable advance notice, (b) furnish Parent and its Subsidiaries. Such cooperation by Debt Financing Sources with financial and other pertinent information regarding the Company as shall be reasonably requested by Parent (provided, that, for the avoidance of doubt, the Company shall not be required to provide, and its Subsidiaries Parent shall includebe solely responsible for, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memoranduminformation, prospectusincluding pro forma cost savings, offering memorandum synergies, capitalization or other marketing and syndication materials shall pro forma adjustments desired to be as set forth in clause (viii) of this Section 7.08(a); incorporated into any pro forma financial information, (ii) cause any description of all or any component of the Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes,” or (iii) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing), (c) assist Parent and its independent accountants to Debt Financing Sources in the preparation of offering documents, private placement memoranda, bank information memoranda, loan and collateral documents, prospectuses and similar documents (including any schedules) for the Debt Financing, (d) cooperate with any financing source providing financing to Buyer or any the marketing efforts of Parent and its Affiliates consistent Debt Financing Sources for the Debt Financing as reasonably requested by Parent, (e) cooperate with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports Parent’s legal counsel in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided legal opinions that such logos are used solely legal counsel may be required to deliver in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate connection with the Debt Financing Sources’ documentary due diligenceas reasonably requested by ▇▇▇▇▇▇, (f) facilitate the obtaining of guarantees and pledging of collateral in connection with the Debt Financing, including executing and delivering any customary guarantee, pledge and security documents, or other customary certificates or documents as may be reasonably requested by Parent to facilitate any guarantee, obtaining and perfection of security interest in collateral from and after the extent customary Closing and reasonable; (vig) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) provide, no later than five Business Days prior to the Acceptance Time Expiration Time, (x) all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations Laws, including the USA PATRIOT Act to the extent reasonably Act, that has been requested by any financing source providing financing to Buyer or any of its Affiliates in writing at least ten (10) 10 Business Days prior to the anticipated Acceptance Time; Expiration Time and (viiiy) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements certifications regarding beneficial ownership required by 31 C.F.R. § 1010.230 that has been requested in writing at least 10 Business Days prior to the extent Expiration Time; provided, in each case, that (i) neither the Company nor any Company Subsidiary shall be required by SEC rules and regulations to incur any liability (including those required to be included in the payment of any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closingfees) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from prior to the Company’s and its Subsidiaries’ existing lending relationships; Closing Date, (xiii) supplement the written or formally presented information (other than projections and other forwardpre-looking materials and information Closing board of a general economic or industry specific nature) provided by directors of the Company or its Subsidiaries to (and the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case equivalent governing body of any public-side version of the information materials provided to such providers, such information does Company Subsidiary) shall not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (iii) neither the Company nor any Company Subsidiary shall be delivered required to execute effective prior to the Closing Date any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing; , (xiviv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; expressly provided that above, neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives Company Subsidiary shall be required to (A) pay take any commitment or other fees, in each case, in connection with any corporate actions prior to the Closing Date to permit the consummation of the Debt Financing, (Bv) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of neither the Company and its Subsidiaries or create an unreasonable risk of damage or destruction nor any Company Subsidiary shall be required to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would reasonably be expected to conflict with with, or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under(with or without notice or lapse of time) under the Company Charter, the Company Bylaws, or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, any agreement applicable Law or any Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party and (vi) neither the Company nor any Company Subsidiary shall be required to provide any assistance or cooperation that would (1) unreasonably interfere with its respective business operations, (2) cause any representation or warranty in this Agreement made by the Company to be breached, or (F3) execute cause the conditions set forth in Annex A or Article 7 to fail to be satisfied. Except for the representations and warranties of the Company set forth in Article 4 of this Agreement, neither the Company nor any agreementCompany Subsidiary shall have any liability to Parent in respect of any financial statements, certificateother financial information, document or instrument data or other information provided pursuant to this Section 7.08(a6.15. Notwithstanding anything to the contrary in this Agreement, the condition set forth in clause (c) with respect of Annex A, as it applies to any the Company’s obligations under this Section 6.15, shall be deemed satisfied unless the Company has knowingly, willfully and materially breached its obligations under this Section 6.15 and such breach has been the primary cause of the Debt Financing that is not contingent on the Closingbeing obtained. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company shall shall, and shall cause its Subsidiaries to, at Buyer’s sole expenseuse reasonable best efforts to provide such assistance as reasonably requested by Parent in connection with financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) as Parent may reasonably cooperate determine necessary or advisable in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations completion of the Company Merger or its Subsidiariesthe other transactions contemplated by this Agreement. Such cooperation assistance shall include, but not be limited to, the following: (a) providing such information and making available such personnel as Parent may reasonably request, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accounting firm for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722)) and all information regarding the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating reasonably required for Parent to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including prepare pro forma financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to regarding the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by and in compliance with Regulation S-X and Regulation S-K promulgated under the 1933 Securities Act for a registered public offering of debt securitiesand related forms; (b) participation in, and assistance with, any marketing activities related to such financing; (yc) participation by senior management of the type Company in, and form customarily included in private placements their assistance with, the preparation of debt securities under Rule 144A rating agency presentations and meetings with rating agencies; (d) taking such actions as are reasonably requested by Parent or its financing sources to facilitate the satisfaction of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order all conditions precedent to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any obtaining such financial statements will satisfy the requirements of these items (w), (x) financing; and (y); provided, further, that the Company’s sole obligation e) assisting in any exchange transactions or consents with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandumCompany Indentures. Notwithstanding the foregoing, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary shall not be required pursuant to assist Buyer this Section 4.20 to (1) enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters and notices) that will be effective prior to the Closing (or that will otherwise be effective if the Closing does not occur), (2) take any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, action to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer it would unreasonably disrupt the business or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness operations of the Company and its the Company Subsidiaries reasonably requested by Buyer (taken as a whole) or require any of its Affiliates; (x) cooperate with the providers of the Debt Financing them to ensure that, take any actions that would reasonably be expected to the extent practicable and appropriateviolate any applicable Legal Requirement, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; Contract or their respective Organizational Documents, (xi3) supplement the written or formally presented provide any information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, would not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt provided pursuant to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing4.8(a), (B) give any indemnities in connection with any debt financing, (C4) take any action thatactions, or omit to take an action, that would reasonably be expected to result in any personal liability for the good faith determination of the Companydirectors, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries officers, employees or create an unreasonable risk of damage or destruction to any property or assets stockholders of the Company or any of its Subsidiaries, (D5) provide any information the disclosure of which is prohibited that cannot be provided without unreasonable burden or restricted under applicable Law expense or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E6) take any action action, or omit to take an action, that would conflict with reasonably be expected to cause any representation, warranty or violate its organizational documents or any applicable Law or would result covenant in a violation or breach of, or default under, any agreement this Agreement to which be breached by the Company or any of its Subsidiaries is a party (unless waived by Parent) or (F) execute cause any agreementclosing condition set forth in Article V to fail to be satisfied. The Company hereby consents to Parent’s use of and reliance on any audited or unaudited financial statements relating to the Company and the consolidated Company Subsidiaries, certificateincluding any filings that Parent desires to make with the SEC. In addition, document or instrument pursuant the Company will use reasonable best efforts, at Parent’s sole cost and expense, to this Section 7.08(a) obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with respect to any Debt Financing that is not contingent on the ClosingSEC. (b) Buyer shall, Parent shall promptly upon request by the Company, reimburse the Company for all out-of-pocket any reasonable and documented costs and expenses (including legal expenses but excluding costs of the Company’s preparation of financial information and financial statements in connection with its compliance with its periodic reporting obligations under the Exchange Act or otherwise in the ordinary course of business) incurred by the Company, Company or any of its Subsidiaries (including reasonable attorneys’ and its and their respective Representatives accountants’ fees) in connection with their respective obligations pursuant to any action taken (or not taken) in compliance with Section 7.08(a4.20(a). Buyer Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective RepresentativesRepresentatives from any losses, from and against damages, fines, amounts paid in settlement, costs or expenses arising out of or relating to any and all losses suffered action taken (or incurred by any of them not taken) in connection compliance with any debt financing and any information utilized in connection therewith Section 4.20(a) (other than material misstatements to the extent any of the foregoing are incurred as a result of gross negligence, bad faith or omissions in willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives). (c) All confidential information regarding the Company and its Subsidiaries provided by the Company or any of and its Subsidiaries for use pursuant to this Section 4.20 shall be kept confidential in such financing)accordance with the terms of the Confidentiality Agreement.

Financing Cooperation. (a) The Kick shall use its reasonable best efforts to take, or cause to be taken as promptly as practicable after the date hereof, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Minimum Debt Financing. Upon the Partnership’s request, Kick shall keep the Partnership informed of any material developments concerning the availability of, status of its efforts to arrange and obtain, the Minimum Debt Financing. Notwithstanding anything to the contrary contained herein, Kick shall be deemed to have satisfied its obligations under this Section 5.15(a) if (i) the Marketing Period has ended and (ii) the Company has made at least two (2) attempts (each attempt, for the avoidance of doubt, shall include marketing efforts and a roadshow that are customary for a first time issuer of notes) to arrange, obtain and consummate the Minimum Debt Financing prior to the Outside Date (the foregoing clauses (i) and (ii), the “Financing Termination Conditions”); provided, that the second attempt must come no earlier than 30 days after the end of the first attempt without the prior written consent of the Partnership (not to be unreasonably withheld, conditioned or delayed). (b) Each Burro Party shall use its reasonable best efforts, and shall cause each of its Subsidiaries toto use its reasonable best efforts, at Buyer’s sole expenseand each of them shall cause their respective Representatives to use their reasonable best efforts, to provide customary, reasonable and timely cooperation to the Kick Parties and their respective Representatives, to the extent reasonably cooperate requested by Kick, in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with Financing, including, to the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyerextent so requested, using their respective commercially reasonable best efforts to: (i) (A) as promptly as reasonably practical, furnish such the Kick Parties and any Financing Parties (and their respective Representatives, as applicable) with the Required Information; and (B) provide reasonable assistance to Kick in connection with Kick’s preparation of pro forma financial statements and other pro forma financial data information (it being agreed that the Burro Parties will not be required to provide any information or assistance relating to (a) the proposed aggregate amount of Debt Financing, together with assumed interest rates, dividends (if any) and other information fees and expenses relating to the Company incurrence of such Debt Financing, (b) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Debt Financing or (c) any financial information related to Kick or any of its Subsidiaries); (ii) provide reasonable and customary assistance to the Kick Parties and any Financing Parties (and their respective Representatives, agents and advisors, as applicable) in their preparation of (A) offering documents, offering memoranda, offering circulars, private placement memoranda, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents to be used in connection with any portion of any Debt Financing to the extent customary in connection with any such Debt Financing and (B) materials for rating agency presentations, and otherwise reasonably cooperate with the marketing efforts of the Kick Parties and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) for any portion of any Debt Financing; (iii) make senior management and other representatives of the Burro Parties available, at mutually agreed locations and upon reasonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with any Financing Parties and potential Financing Parties, including prospective investors in any Debt Financing involving the issuance of securities), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication or marketing activities, provided that, at the Partnership’s option in consultation with Kick, any such meeting or communication may be conducted virtually by teleconference, videoconference or other electronic media; (iv) cause the Burro Parties’ independent registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Burro Parties’ independent registered accounting firm or other applicable third party advisor (A) to provide customary comfort letters (including “negative assurance” comfort) (and drafts of such comfort letters) in connection with any capital markets transaction comprising a part of any Debt Financing to the applicable Financing Parties, in each case in form and substance customary for private placements of high yield debt securities to the extent applicable, (B) to provide any necessary consents (including, with respect to the Burro Parties’ independent registered accounting firm, to the inclusion of its Subsidiaries audit report in respect of any financial statements of the Burro Group Entities included or incorporated in any of the applicable financing materials referred to in Section 5.15(b)(ii)), and requested (C) to participate in a reasonable number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided that, at the Partnership’s option, any such session may be conducted virtually by Buyer teleconference, videoconference or its Representatives other electronic media, and including by using reasonable best efforts to provide customary representation letters to the extent required by such independent registered accounting firm in connection with the foregoing; (v) provide customary authorization letters authorizing the distribution of the Burro Parties’ information to prospective lenders in connection with a syndicated bank financing or otherwise with respect to any bank information memoranda, or similar document; (vi) assist the Kick Parties and any Financing Parties in obtaining or updating corporate, facility and issue credit ratings; (vii) assist in the negotiation, preparation and (contingent upon the Closing) execution and delivery of any credit agreement, indenture, note, debenture or other debt security, purchase, underwriting or agency agreement, guarantees, security documents, including any schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates (excluding any solvency certificate), and any other definitive and ancillary documentation for any Debt Financing as may be reasonably necessary or advisable requested by Kick; (viii) make introductions of Kick to consummate the Burro Parties’ existing lenders and facilitate relevant coordination between Kick and such lenders; (ix) cooperate with the due diligence of Financing Parties and their Representatives in connection with any Debt Financing, to the extent customary and reasonable including financial statementsthe provision of all such information reasonably requested with respect to the property and assets of the Burro Group Entities and by providing to internal and external counsel of the Kick Parties and the Financing Parties, financial dataas applicable, projectionscustomary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with any Debt Financing; (x) deliver, audit reports at least four (4) Business Days prior to Closing, to the extent reasonably requested in writing at least nine (9) Business Days prior to Closing, all documentation and other information regarding the Burro Group Entities that any Financing Party reasonably determines is required by domestic and foreign regulatory authorities under applicable “know your customer” and domestic and foreign anti-money laundering rules and regulations, including the USA Patriot Act of 2001, and a beneficial ownership certificate in respect of any of the Burro Group Entities that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (w31 C.F.R. § 1010.230); (xi) constituting audited financial statements relating to the Company extent requested by Kick, in connection with any steps Kick may determine are necessary or desirable to take in order to prepay or redeem, satisfy and its Subsidiaries discharge all amounts and obligations outstanding under the Burro Credit Facilities and the Partnership’s Notes or any other indebtedness, provide all reasonable assistance to, and evidence thereof, to Kick, including (A) preparing, submitting and/or issuing customary notices in respect of any such prepayment or redemption; provided that any such prepayment and redemption shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Partnership, (B) obtaining from the agent a customary payoff letter in respect of the Burro Credit Facilities, (C) cooperating in the satisfaction, discharge and release of Liens securing the Burro Credit Facilities and the Partnership’s Notes including obtaining customary lien termination and other instruments of discharge, in each case in a form reasonably acceptable to Kick (which discharges and releases, for each the avoidance of its three most recent fiscal years ended at least 60 days prior doubt, shall not be required to take effect before the Closing) and (D) taking such actions as may be permitted or required by the terms of the Burro Credit Facilities or the Partnership’s Notes to prepare, submit and/or issue such notices in respect of any prepayment or redemption thereof or to satisfy, discharge and/or defease any or all obligations thereunder; (xii) to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review)extent requested by Kick, (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required provide guarantees in connection with any Debt Financing or as otherwise necessary in order (which guarantees, for the avoidance of doubt, shall not be required to assist in receiving customary “comfort” take effect before the Closing); and (including “negative reassurance” comfortxiii) from independent accountants in connection with offering(s) consent to the use of debt securities its and its Subsidiaries’ trademarks, trade names and logos in connection with any Debt Financing; provided that the Company’s public filings with the Securities such trademarks, trade names and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or to, nor reasonably likely to to, harm or disparage the Company Partnership or any of its Subsidiaries or the Partnership’s or its Subsidiaries’ reputation or goodwill goodwill. (c) For the avoidance of doubt, any failure of the Company Burro Parties to fulfill their obligations under Section 5.15(b) shall not be deemed a breach of this Agreement or excuse the performance of Kick to consummate the transactions, so long as the Burro Parties are acting in good faith to fulfill such obligations. (d) Notwithstanding the foregoing, none of the Partnership nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.15(d) that would: (i) require the Partnership or its Subsidiaries or any of their respective productsAffiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of any Debt Financing or enter into, servicesexecute or deliver any certificate, offerings document, instrument or intellectual property rights; agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participateexcept for the authorization letters contemplated by Section 5.15(b)(v)) in a reasonable and limited number of meetingseach case, presentations and road shows with prospective lenders and investors and that would be effective prior to Closing, (ii) cause any representation, warranty or other provision in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with this Agreement to be breached by the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer Partnership or any of its Affiliates Affiliates, which breach if occurring or continuing at the Initial Effective Time would result in its preparation the failure of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included conditions set forth in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the ClosingSection 6.2(a) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer Section 6.2(b), (iii) require the Partnership or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other feessimilar fee or (y) incur any other expense, in each caseliability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with any Debt FinancingFinancing prior to the Closing, or (Bz) give have any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination obligation of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company Partnership or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted Affiliates under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant be effective until the Closing, (iii) cause any director, officer, employee or stockholder of the Partnership or any of its Affiliates to this Section 7.08(a) incur any personal liability (except to the extent such Person is continuing in such role after Closing, and solely with respect to agreements contingent upon Closing and that would not be effective prior to Closing) or provide any Debt Financing representation or certificate such director, officer, employee or stockholder believes in good faith is false to the extent disclosed to the Kick Parties in writing, (iv) conflict with the Governing Documents of the Partnership or any of its Affiliates or any Laws, or material contracts, (v) provide access to or disclose information to the extent that is not contingent on the Closing. Partnership or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Partnership or any of its Affiliates in respect of such information; (bvi) Buyer require the Burro Parties or any of their respective Subsidiaries or Representatives to prepare or provide any Excluded Information, (vii) require the Representatives of the Burro Parties to provide any legal opinion or (viii) unreasonably interfere with the ongoing operations of the Partnership or any of its Subsidiaries. Kick shall, promptly upon on request by the CompanyPartnership, reimburse the Company Partnership and its Affiliates for all reasonable, documented and invoiced out-of-pocket costs (including reasonable, documented and expenses invoiced out-of-pocket attorneys’ fees) incurred in good faith by the Company, its Subsidiaries and its and them or their respective Representatives in connection with their respective obligations pursuant to the cooperation described in Section 7.08(a). Buyer 5.15(b) and shall indemnify and hold harmless the Company, Partnership and its Subsidiaries Affiliates and their respective RepresentativesRepresentatives (collectively, the “Indemnified Parties”) from and against any and all losses suffered or incurred by any of them in connection with any debt financing Debt Financing, any action taken by them at the request of Kick or its Representatives pursuant to Section 5.15(b) and any information utilized used in connection therewith except (other than i) to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or breach of this Agreement by any Indemnified Party or (ii) as a result of any untrue statement of material misstatements fact or material omissions of any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any information provided by or on behalf of any Indemnified Party and included in the Company documents related to such Debt Financing in conformity therewith or (iii) that were agreed to by any Indemnified in a settlement without the written consent of Kick. (e) All non-public or otherwise confidential information regarding the Partnership or any of its Subsidiaries for use Affiliates obtained by Kick or its Representatives pursuant to this Section 5.15(e) shall be kept confidential in accordance with the Confidentiality Agreement; provided, that Kick shall be permitted to disclose such financing)information to (i) any Financing Parties subject to customary confidentiality obligations and (ii) otherwise to the extent necessary and consistent with customary practices in connection with any Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the Partnership.

Financing Cooperation. (a) The Company On and prior to the Closing Date, upon the request of Purchaser, the Seller shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Company, its Subsidiaries Subsidiaries, and their respective Representatives to, at Buyer’s sole expense, reasonably cooperate in connection with any financing sought to be obtained by Purchaser in connection with the arrangement transactions contemplated by this Agreement, including any offering of any securities as contemplated in the Debt Financing as may be Commitment Letter (the “Financing”), including, to the extent related to the Financing: (i) causing the Company’s management team, with appropriate seniority and expertise, to participate in due diligence and drafting sessions and rating agency presentations, if any; (ii) providing information with respect to the Company, including reserve reports and lease operating statements, reasonably requested by BuyerPurchaser or its Financing Sources; (iii) preparing and furnishing to Purchaser the Required Information and such other financial information concerning the Company as reasonably requested by Purchaser, including, without limitation, balance sheet, income statements and statements of cash flows for each of the most recently completed fiscal year ended at least ninety (90) days before the Closing Date, which such annual statement shall have been audited by independent accountants of the Company in accordance with GAAP and each subsequent interim financial quarter ended after December 31, 2019 and at least forty-five (45) days before the Closing Date, which such interim statements shall have been reviewed by the independent accountants for the Company as provided that in the procedures specified by AU-C 930; (iv) assisting in the preparation of SEC filings to be made by Purchaser, offering memoranda, private placement memoranda, prospectuses, bank confidential information memoranda, rating agency presentations and similar documents (“Offering Documents”), including furnishing such operating and other data or information relating to the assets and operations of the Company as reasonably requested cooperation does not unreasonably interfere by Purchaser for inclusion therein; (v) (A) causing the independent accountants of the Company and its Subsidiaries to cooperate with Purchaser, including by participating in drafting sessions and accounting due diligence sessions, obtaining the ongoing operations consent of, and customary “comfort” letters from, such independent accountants (including by providing customary management letters and requesting legal letters to obtain such consent) in connection with any securities offering by Purchaser if necessary or desirable for Purchaser’s use of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include’ financial statements, at the reasonable request of Buyer, using including written consents to use their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information audit reports relating to the Company and its Subsidiaries and requested to be named as an “Expert” in any document related to any such securities offering, (B) causing independent reserve engineers of the Company and its Subsidiaries to cooperate with Purchaser, including by Buyer participating in drafting sessions and reserve engineer due diligence sessions, obtaining the consent of, and customary comfort letters from such independent reserve engineers (including, if necessary, by providing customary management letters and requesting legal letters to obtain such consent) in connection with any securities offering by Purchaser if necessary or desirable for Purchaser’s use of the Company or its Representatives as may be reasonably necessary or advisable to consummate any Debt FinancingSubsidiaries’ reserve report, including financial statements, financial data, projections, audit any necessary written consents to use their reserve reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior and to the Closing Date be named as an “Expert” in any document related to such securities offering and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period (C) cooperating with Purchaser’s legal counsel or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required reserve engineers in connection with any Debt Financing legal opinions that such legal counsel may be required to deliver or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from letter that such independent accountants engineers may be reasonably required to deliver, in connection with offering(s) of debt securities each case, in connection with any Debt Financingsecurities offering; provided that the Company’s public filings (vi) cooperating reasonably with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum documentary or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligencerequests, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; ; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, representations that such information does not include material non-public information about contain a misstatement or omission; (viii) assisting in the amendment or novation of any of the Company’s H▇▇▇▇▇ other than set forth on Schedule 6.24 of the Company Disclosure Letter, its Affiliates as applicable and in each case, on terms that are reasonably requested by the Purchaser; provided that no obligation of the Company under any such amendments or novations shall be effective until the Closing Date; (ix) furnishing promptly all documentation and other information required by any Governmental Entity or as reasonably requested by any financing source under applicable “know your customer,” anti-bribery, anti-money laundering and beneficial ownership rules and regulations, including the PATRIOT Act, the FCPA, and economic sanctions administered by the Office of their respective securities; Foreign Assets Control of the U.S. Treasury Department; (xiiix) cooperate with executing and delivering any definitive financing documents (and taking all organizational actions relating thereto, subject to the Buyer’s legal counsel in connection with occurrence of the Effective Time), including any legal opinions that may be required to be delivered necessary pledge and security documents, as reasonably requested by Purchaser and otherwise facilitating the pledging of collateral in connection with the Debt Financing;, including taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the foregoing), and providing customary title information and title opinions; provided that no obligation of the Company or any of its Subsidiaries under any such definitive financing documents, including any pledge and security documents, shall be effective until the Closing Date, (xi) assisting with the repurchase, redemption and repayment of the Company’s existing indebtedness, including in connection with the delivery of required notices and obtaining the Payoff Letter and other documents required by Section 8.2(d) in connection with Closing. (xivb) prevent Notwithstanding the syndicationforegoing, incurrence (i) Seller, the Company and its Subsidiaries shall not be required to take any action pursuant to clause (a) above if such action would cause any representation, warranty, agreement or issuancecovenant contained in this Agreement to be breached (unless waived by Purchaser), (ii) the Seller shall not be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing at any time, and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing prior to the Closing, (iii) neither the Seller nor any of their officers, directors, or employees shall be required to execute or enter into or perform any attempt agreement with respect to syndicatethe Financing at any time, incur and none of the Company or issueits Subsidiaries nor any of their officers, directors, or employees shall be required to execute or enter into or perform any announcement agreement with respect to the Financing that is not contingent upon the Closing or authorization that would be effective prior to the Closing, (iv) none of the announcement of the syndicationSeller, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under nor their respective officers, managers, directors or employees shall be required to execute any solvency certificate in connection with the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither Financing, (v) no obligation of the Company nor any of or its Subsidiaries nor or any of their Representatives undertaken pursuant to the foregoing shall be effective until the Closing, (vi) none of Seller, the Company and their respective Affiliates or Subsidiaries and Representatives shall be required to prepare pro forma financial information or projections, which shall be the responsibility of Purchaser, and (Avii) pay no director, officer, or employee of Seller or the Company shall be required to execute any commitment agreement or other feescertificate in his or her individual, in each caserather than official, capacity. For the avoidance of doubt, receipt of the Financing is not a condition to the Purchaser’s obligation to consummate the Transactions. (c) Promptly upon the Seller’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Seller, the Company and its Subsidiaries in connection with assisting in any Debt Financingfinancing arrangement pursuant to this Section 6.24 shall be reimbursed by the Purchaser, (B) give and, in the event the Closing shall not occur, the Purchaser shall indemnify and hold harmless the Seller, the Company, their respective Subsidiaries and its and their Representatives from and against any indemnities and all losses, damages, costs or expenses suffered or incurred by them in connection with the Financing and any debt financing, (C) take any action that, information contained in the good Offering Documents in connection therewith, except (i) with respect to information supplied by Seller or the Company specifically for inclusion or incorporation by reference in any Offering Document or (ii) to the extent such losses and damages arise from fraud, bad faith determination or willful misconduct of Seller, the Company, their respective Subsidiaries and its and their Representatives. Notwithstanding anything to the contrary in this Agreement, any out-of-pocket fees and expenses incurred by the Seller, the Company and its Subsidiaries in connection with assisting in any financing arrangement pursuant to this Section 6.24 shall not be considered Transaction Costs for purposes of this Agreement; provided it is understood that general auditor and legal expenses the Seller, the Company its Subsidiaries would unreasonably interfere with have incurred regardless of whether cooperation was requested pursuant to this Section 6.24 shall not be so excluded. (d) The Company hereby consents to the conduct use of the business trademarks, service marks and logos of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify the arrangement of the Financing and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered repayment or incurred by any refinancing of them indebtedness in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing)Transactions.

Financing Cooperation. (a) The Company shall Prior to the Closing, at Parent’s sole expense, the Member shall, and shall cause each of its Subsidiaries to, at Buyer’s sole expenseuse its and their reasonable best efforts to provide, and cause their respective Representatives to provide, all cooperation reasonably cooperate requested by Parent in connection with the arrangement of any Debt the Financing as may be reasonably requested and that is customary in connection with the arrangement of financings similar to those contemplated by Buyer; provided the Commitment Letters, in a manner that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the Company or Member and its Subsidiaries. Such cooperation by , including: (i) participating and making the appropriate senior officers of the Company available to participate in a reasonable number of meetings (including customary one-on-one meetings with Financing Sources and potential financing sources and senior management and other Representatives of the Company), due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective rating agencies in connection with the Financing; (ii) cooperating with the marketing efforts and due diligence efforts of Parent and its financing sources, including assisting with the preparation of customary offering memoranda, private placement memoranda, bank offering memoranda (including a bank information memorandum that does not include material non-public information), syndication memoranda, lender presentations and similar documents and other customary marketing materials (including causing the Company and its Subsidiaries shall includeto deliver customary representation letters, at authorization letters, confirmations and undertakings, in each case as contemplated by the reasonable request of Buyer, using their respective commercially reasonable efforts to: (iCommitment Letters) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company providing Parent and its Subsidiaries reasonably necessary financing sources with the Required Information in a timely fashion such that Parent is able to assist Buyer or any of comply with its Affiliates in obligations under the preparation of one or more confidential information memoranda, prospectuses, offering memoranda Commitment Letters with respect thereto and other marketing and syndication materials reasonably requested by Buyer or any pertinent information regarding the business of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required may be reasonably requested in writing by applicable “know your customer” Parent in order to consummate the Financing and anti-money laundering rules and regulations including supplementing the USA PATRIOT Act same to the extent reasonably requested by any financing source providing financing to Buyer such Required Information or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatinformation, to the extent practicable and appropriateknowledge of the Member, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such informationinformation not misleading, taken as a whole, not misleading in any material respect promptly soon as reasonably practicable after gaining obtaining knowledge thereof; (xiiiv) executing and delivering any credit agreements, notes, guarantees, pledge and security documents, hedging arrangements and other definitive financing documents or other requested certificates or documents (including a certificate with respect to solvency matters); (v) taking such actions as are reasonably requested by Parent to assist with collateral audits and due diligence examination, including collateral eligibility criteria and other related criteria described in or contemplated by the Buyer Commitment Letters and granting any valuation agent acting on behalf of the Financing Sources, at reasonable times and on reasonable advance notice, access to the books and records of the Group Companies for the preparation of a valuation report with respect to the assets of the Group Companies to be included in the delivery in a timely fashion of customary authorization letters to collateral contemplated by the providers Financing; (vi) assisting with the preparation of the debt financing authorizing borrowing base certificate contemplated by the distribution Commitment Letters and facilitating the granting of information to prospective lenders a security interest (and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, perfection thereof) in the case of any public-side version of collateral contemplated by the information materials provided Financing; and (vii) at least five (5) Business Days prior to such providersClosing, such information does not include material non-public providing all documentation and other information about the CompanyGroup Companies that the Financing Sources have reasonably determined is required to comply with applicable Law to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (provided, that if the Member does not provide such documentation at least five (5) Business Days prior to Closing, the Member shall not be deemed to be in breach of this Section 5.08(a)(vii) if such documentation or information was not requested, in writing, from the Member by Parent or a Financing Source at least five (5) Business Days prior to the Closing); provided, that nothing in this Agreement, (including this Section 5.08) shall (x) require any such cooperation to the extent that it would (A) require the Member or any of its Affiliates Subsidiaries to enter into or approve any agreement or other documentation that would be effective at any time before the time that will be immediately prior to the Closing or the effectiveness of which is not conditioned on the Closing (other than the representation letters, authorization letters, confirmations and undertakings referred to in clause (ii) above), (B) require the Member, or any of its Subsidiaries or any of their respective securities; boards of directors (xiiior equivalent bodies) to approve or authorize the Financing (provided, that the Member and its Subsidiaries shall reasonably cooperate with Parent to appoint Parent’s designees to the Buyer’s legal counsel in connection with any legal opinions that may be required respective boards of directors (or equivalent bodies) of the Group Companies as of immediately prior to Closing for purposes of approving resolutions, the effectiveness of which is to be delivered conditioned upon the Closing, related to the Financing), (C) cause any condition to the Closing set forth in connection with Section 8.01 or Section 8.02 to not be satisfied or otherwise cause any breach of this Agreement that would provide Parent the Debt Financing; (xiv) prevent the syndication, incurrence right to terminate this Agreement or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted seek indemnity under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to terms hereof (A) pay any commitment or other feesunless, in each case, in connection with any Debt Financing, (Bwaived by Parent) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate the Member’s or its organizational documents Subsidiaries’ respective Governing Document or any applicable Law or would result in a violation or breach of(y) require the Member, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreementRepresentative thereof to cause the delivery of legal opinions, certificate, document reliance letters or instrument pursuant any certificates that would be effective at any time before the time that will be immediately prior to this Section 7.08(a) with respect to any Debt Financing the Closing or that the effectiveness of which is not contingent conditioned on the ClosingClosing (other than the representation letters, authorization letters, confirmations and undertakings referred to in clause (ii) above). (b) Buyer Parent shall, promptly upon the request by of the CompanyMember, reimburse the Company Member for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, Member and its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to the cooperation contemplated by Section 7.08(a). Buyer shall 5.08(a) and Parent and Holdco shall, on a joint and several basis, indemnify and hold harmless the Company, Member and its Subsidiaries and their respective Representatives, Representatives from and against any and all losses liabilities, losses, damages, claims, interest, awards, judgments, penalties and reasonable and documented out-of-pocket costs or expenses suffered or incurred by any of them in connection with the Financing (including any debt financing actions under this Section 5.08) and any information utilized in connection therewith (other than material misstatements any information prepared or omissions in information provided by the Company Member or any of its Subsidiaries for use or any of their respective Representatives) except, in such financing)each case with respect to the foregoing indemnity, to the extent resulting from bad faith, gross negligence or willful misconduct of the Member or any of its Subsidiaries or any of their respective Representatives.

Financing Cooperation. The Company shall use reasonable best efforts to assist and cooperate with Parent upon Parent’s request in connection with ▇▇▇▇▇▇’s payoff, termination and discharge of the Company’s outstanding Indebtedness identified by Parent in writing and delivered to the Company at least fifteen (15) days prior to the date on which the Company would be required to deliver a notice of redemption or prepayment to the trustee, agent or similar Person, as applicable, under the applicable Company Existing Debt Agreement, including by (a) The Company executing and delivering prepayment notices (or obtaining a waiver of the requirement to deliver such prepayment notice) in accordance with and as required by the documentation governing such Indebtedness that Parent will seek to repay at the Closing, and (b) delivering (or causing to be delivered) to Parent (preceded by drafts of the same at least three Business Days prior to the Closing) executed payoff letters (or similar documents) in customary form reasonably acceptable to Parent in respect of such Indebtedness, which shall provide for the aggregate amount required to be paid for the satisfaction of such Indebtedness and, upon receipt of the amount specified and shall cause its Subsidiaries toto the extent applicable, at Buyer’s sole expense, reasonably cooperate release and termination of all Encumbrances and guarantees in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations therewith and authorization of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, designee to file such customary collateral releases to be effected at the reasonable request of BuyerClosing, using their respective commercially reasonable efforts to: (i) furnish such financial including financing termination statements and other financial data customary instruments and filing documents necessary to reflect the release of such Encumbrances and (c) providing such other information customary cooperation relating to the Company foregoing that Parent may reasonably request. Parent acknowledges and its Subsidiaries and requested by Buyer agrees that Parent’s obligation (or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each those of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”Merger Sub)) to consummate the Transactions are not in any way contingent upon or otherwise subject to, and customary consents there is no condition to the inclusion Closing requiring, (A) the consummation of audit reports any payoff, termination or discharge (in connection with whole or in part) of any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingoutstanding Indebtedness or (B) the obtaining (whether by Parent, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; Affiliates (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing thatincluding, in the case of Parent, Merger Sub)) of any public-side version consents, amendments or waivers from the requisite lenders, noteholders, agents, trustees or similar Persons, as applicable, under the applicable Company Existing Debt Agreement that are required thereunder in order to permit the consummation of the information materials provided Transactions or to such providerseffectuate any payoff, such information does not include material non-public information about the Company, its Affiliates termination or any of their respective securities; discharge (xiiiin whole or in part) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing’s outstanding Indebtedness. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company Prior to Closing, Seller shall use its reasonable best efforts to, and shall cause its Subsidiaries to, at Buyer’s sole expense, Affiliates and its and their Representatives to use their reasonable best efforts to reasonably cooperate in connection with the Purchaser’s arrangement of any Debt Financing debt financing for the transactions contemplated by this Agreement as may be reasonably requested by Buyer; provided Purchaser at Purchaser’s sole expense, including (a) participation in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and road shows (it being understood that such requested cooperation does not unreasonably interfere with the ongoing operations no participation by any director of Seller or its Affiliates or any officer of Seller or its Affiliates (other than officers of the Company or and the Transferred Subsidiaries) shall be required in any such meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders in connection with the Purchaser Financing), (b) as promptly as reasonably practicable, furnishing Purchaser, its Subsidiaries. Such cooperation Affiliates and its financing sources (subject to the financing sources being bound by confidentiality agreements in accordance with customary market practice) with the financial information required by clause (g) of Exhibit C of the Financing Commitment as in effect on the date hereof (the “Financing Commitment Required Information”) and such other information regarding the Company and its the Transferred Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements information memoranda and other syndication materials for revolving and term loan facilities but excluding, for the avoidance of debt securities under Rule 144A of the 1933 Actdoubt, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and statements, including providing consolidated financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its the Transferred Subsidiaries as of and for the year ended December 31, 2014 no later than February 15, 2015, (c) reasonably necessary to assist Buyer or any cooperating with the marketing efforts of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer Purchaser and its Affiliates of financing sources for any debt to be raised to complete the Company’s and its Subsidiaries’ logos for syndication and underwritingtransactions contemplated hereby, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (vd) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates assisting with the preparation of pro forma financial customary materials, including information memoranda and financial statements to the extent required by SEC rules packages, lender and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably investor presentations, rating agency presentations, and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters similar documents and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatmaterials, to the extent practicable and appropriate, any syndication efforts in connection with the Debt financing, (e) facilitating the pledging of collateral in connection with the Purchaser Financing benefit from (which shall only be effective at or after Closing) and (f) the Company’s execution and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates of documents in connection with the information materials provided to such providers, such information does not include material non-public information about the CompanyPurchaser Financing. None of Seller, its Affiliates or its or their Representatives shall have any of their respective securities; (xiii) cooperate with the Buyerliability or obligation under any agreement or any document related to Purchaser’s legal counsel in connection with any legal opinions that may financing or be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries violation or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach ofLaws, or default underand Purchaser shall indemnify, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify defend and hold harmless the CompanySeller and its Affiliates, its Subsidiaries and their respective Representatives, from and against any and all losses Losses suffered or incurred by any of them (including attorneys’ and other fees and expenses as incurred) in connection with any debt financing and any information utilized the performance of its obligations under this Section 7.18 or in connection therewith (other than material misstatements with the arrangement of the Purchaser Financing except in the event such Losses arose out of or omissions in resulted from the willful misconduct of any such persons or historical information provided by relating to the Company or any the Transferred Subsidiaries provided in writing by or on behalf of its Seller, the Company or the Transferred Subsidiaries for use in the Purchaser Financing offering materials, and this indemnification shall survive termination of this Agreement. Purchaser shall promptly, upon request by Seller, reimburse Seller for all costs and expenses (including attorneys’ fees) incurred by Seller or its Affiliates (including the documented out-of-pocket Company and the Transferred Subsidiaries) in connection with the cooperation contemplated by this Section 7.18. For the avoidance of doubt, (x) nothing in this Section 7.18 shall require any cooperation to the extent that it would unreasonably interfere in any material respect with the business or operations of Seller or its Affiliates (including the Company and the Transferred Subsidiaries), (y) none of Seller or its Affiliates (including the Company and the Transferred Subsidiaries) shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Purchaser Financing and (z) none of Seller or their respective Affiliates (including the Company and the Transferred Subsidiaries) shall be required to execute or deliver any document, including any agreement, instrument, guaranty, warranty, indemnity or certificate, that is not contingent upon the Closing or that would be effective prior to Closing. All non-public information identified as such financing)regarding Seller and its Affiliates provided to Purchaser, its Affiliates or its Representatives pursuant to this Section 7.18 shall be kept confidential by them in accordance with Section 7.11, except for disclosure to potential lenders or investors as required in connection with the Purchaser Financing subject to customary confidentiality provisions. For the avoidance of doubt, Purchaser’s obtaining of any debt financing shall not be a condition to the Closing.

Financing Cooperation. (a) The Company shall provide to the Park Parties, and shall cause the Company Subsidiaries, the respective officers and employees of the Company and the Company Subsidiaries to provide to the Park Parties, and shall instruct and use its reasonable best efforts to cause the Representatives of the Company and the Company Subsidiaries toto provide to the Park Parties, at Buyer’s the sole expenseexpense of the Park Parties, all cooperation reasonably cooperate requested by the Park Parties that is necessary or reasonably required in connection with the arrangement any Third Party debt financing transaction or any Third Party underwritten public offering of Park Common Stock for cash that any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by Park Parties may pursue prior to the Company and its Subsidiaries shall includeClosing Date, at including the reasonable request of Buyer, using their respective commercially reasonable efforts to: following: (i) furnish such furnishing the Park Parties as promptly as reasonably practicable upon request by the Park Parties with all financial statements and other statements, financial data and other information relating to regarding the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form that would be required by Regulation S-X and Regulation S-K promulgated under the 1933 Securities Act for a registered public offering of debt securities, (y) securities of any of the type and form customarily included Park Parties (including for use in private placements preparation of debt securities under Rule 144A pro forma financial statements of any of the 1933 Act, or Park Parties); and (zii) as otherwise reasonably required requesting the Company’s independent accountants to prepare and deliver customary “comfort letters,” dated the date of each final offering document used in connection with any Debt Financing or as otherwise necessary in order to assist in receiving securities offering by any of the Park Parties (with customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that bring-down comfort letters delivered on the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, closing date of any such financial statements will satisfy the requirements of these items (woffering), in compliance with professional standards (xincluding providing “negative assurance” comfort and Statement on Auditing Standards No. 100 review of interim financial statements) and (y)otherwise on terms reasonably acceptable to the Park Parties, as the case may be; provided, furtherhowever, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested no failure by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any Company Subsidiary to comply with the foregoing shall give Parent or Park the right to terminate this Agreement pursuant to Section 9.1(c), except to the extent that such failure prevents the ability of its Subsidiaries Parent and Merger Sub to consummate the Merger on a timely basis on or before the reputation or goodwill Outside Date; provided further, that none of the Company or any of its Company Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those shall be required to be included in pay any periodic report that Buyer fee or incur any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel liability in connection with any legal opinions that may such financing, and no personal liability shall be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndicationimposed on any officers, incurrence trustees, directors or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security other Representatives of the Company or any of its Company Subsidiaries, except as otherwise permitted under the commitment letter with respect . Nothing in this Section 7.17 shall require cooperation contemplated hereby to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, extent it would interfere unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets operations of the Company or any of its the Company Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result and nothing in a violation or breach of, or default under, any agreement to which this Section 7.17 shall require the Company or to cause its legal counsel to deliver any of its Subsidiaries is a party or (F) execute any agreementlegal opinions. The Park Parties shall promptly, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company, its Company or the Company Subsidiaries and its and their respective Representatives in connection with their respective obligations the cooperation provided or other action taken by Company or any Company Subsidiaries pursuant to this Section 7.08(a). Buyer shall 7.17 and indemnify and hold harmless the Company, its the Company Subsidiaries and their respective Representativesofficers, trustees, directors and other Representatives from and against any and all losses liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by any of them in connection with any debt such financing and transaction or public offering, any information utilized in connection therewith (other than material misstatements or omissions in information provided any action taken by the Company or any of its the Company Subsidiaries for use pursuant to this Section 7.17; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from a willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any Company Subsidiaries under this Agreement. All nonpublic or otherwise confidential information regarding the Company and Company Subsidiaries obtained by the Park Parties, any of their Affiliates or their Representatives pursuant to this Section 7.17 shall be kept confidential in such financing)accordance with the terms of the Confidentiality Agreement.

Financing Cooperation. (a) The Subject to Section 6.16(b), prior to Closing or termination of this Agreement, the Company shall shall, and shall cause its Subsidiaries and their respective Representatives to, use reasonable best efforts to reasonably cooperate with and reasonably assist Parent, at Buyerthe Parent’s request, sole cost and expense, reasonably cooperate in connection with arranging, obtaining and syndicating any Financing and causing the arrangement of conditions in the Financing Documents and any Debt commitment letters entered into in connection with such Financing as may to be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includesatisfied, at the including using reasonable request of Buyer, using their respective commercially reasonable best efforts to: in (i) furnish such financial statements assisting with, and other financial data and other furnishing information relating to for the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financingpurposes of, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of customary prospectuses (including any pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980), offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary marketing materials in connection with the Financing (all such documents and materials, collectively, the “Marketing Documents”) (it being understood and agreed that the Marketing Documents shall include (or otherwise be subject to) any customary exculpation language, as the case may be, with respect to the Company, its Affiliates and their respective Representatives), (ii) furnishing to the Parent as promptly as reasonably practicable financial statements and operational information (including consolidated financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall interim periods up until the Closing Date) that can be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate prepared without undue burden with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents respect to the inclusion of audit reports in connection with any Debt Financing; Company and its Subsidiary as is reasonably requested by Parent (the “Required Information”), (iii) assisting in the preparation of schedules to collateral agreements by providing information of the Company Entities required to be made available on such schedules for purposes of the arrangement or consummation of the Financing, (iv) subject to any contractual agreement in effect, facilitating the pledging of collateral for the Financing, which shall not be required to be delivered or effective until at or promptly following the Effective Time, (v) subject to any contractual agreement in effect, obtaining the Payoff Letter, and the related lien releases, and instruments of termination or discharge, as applicable, required pursuant to Section 6.12, in each case which shall provide that, if sufficient funds are received by the financing sources under the Credit Agreement in order to pay off in full all obligations (other than the Excluded Obligations) in connection therewith or secured thereby, such release, termination and/or discharge shall be effective, and (vi) furnishing Parent as promptly as reasonably practical (and at least three (3) business days prior to the Closing Date) with all documentation and other information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act to the extent Act, that has been reasonably requested in writing by any financing source providing financing to Buyer Parent or any of its Affiliates Financing Sources at least ten (10) Business Days business days prior to the anticipated Acceptance Time;Closing Date. The Company hereby consents to the use of its and its Subsidiary’s logos in connection with the Financing so long as such logos are used solely (i) in a manner that is not intended to or that is not reasonably likely to harm or disparage the Company or its Subsidiary or the reputation or goodwill of the Company or its Subsidiary and (ii) solely in connection with a description of the Company, its business and products or the Merger. (viiib) provide information reasonably necessary Notwithstanding the requirements of Section 6.16(a) or anything in this Agreement to assist Buyer the contrary, (i) neither the Company nor any of its Affiliates or their respective Representatives shall be required to enter into, approve or perform (or commit to enter into, approve or perform) any certificate, document, agreement, or instrument, in each case which will be effective prior to the Effective Time, (ii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any of its Affiliates with or their respective Affiliates, (iii) none of the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or Company nor any of its Affiliates is or their respective Representatives, will be required to file under the 1934 Act following the Closing(1) pay or necessary commit to pay any commitment or reasonably and customarily required by other fee, (2) reimburse or incur any Debt Financing Source providing financing to Buyer costs or expenses or incur any of its Affiliates to be included in other liability (including any offering documents; (ixguarantee, indemnity or pledge) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from or the Company’s and its Subsidiaries’ existing lending relationships; Marketing Documents prior to the Effective Time, (xi3) supplement the written or formally presented information (provide any financial data other than projections and other forward-looking materials and information the Required Information, or (4) provide any legal opinion or reliance letters or any certificate (in the case of a general economic or industry specific nature) provided by the Company or its Subsidiaries Subsidiary that would be required to be delivered prior to the extent such information contains any material misstatement of fact Effective Time), comfort letter or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case opinion of any public-side version of the information materials provided to such providersits Representatives, such information does not include material non-public information about (iv) nothing herein will involve any binding commitment by the Company, any of its Affiliates or any of their respective securities; Representatives which commitment is not conditioned on the Effective Time and does not terminate without liability to the Company, its Affiliates and their respective Representatives upon the termination of this Agreement, and (xiiiv) cooperate with nothing herein will require the Buyer’s legal counsel in connection with Company, any legal opinions that may be required of its Affiliates or any of their respective Representatives to be delivered in connection with provide any information or take any action, the Debt Financing; (xiv) prevent the syndicationdisclosure or taking of which would violate applicable Legal Requirements, incurrence any fiduciary duty, any Contract or issuanceobligation of confidentiality owing to a third party, or any attempt to syndicate, incur or issue, or any announcement or authorization jeopardize the protection of the announcement of the syndication, incurrence attorney-client privilege (or issuance, of any debt facility or any debt security of similar protections) held by the Company or any of its SubsidiariesAffiliates; provided that, except as if the Company does not provide or cause its Representatives to provide such access or such information in reliance on the foregoing, then the Company shall (1) provide a written notice to Parent stating that it is withholding such access or such information and (2) reasonably cooperate (at the request of Parent) to provide the applicable access or information in a way that would not violate such applicable Legal Requirements, fiduciary duty or Contract or otherwise permitted jeopardize such privilege. Nothing in this Section 6.16 will require (1) any Representative of the Company or its Subsidiary to deliver any certificate or opinion or take any other action under this Section 6.16 that could reasonably be expected to result in personal liability to such Representative; (2) the commitment letter Board of Directors (or any committee or subcommittee thereof) or the board of directors, managers, managing member or any similar controlling body of any Subsidiary of the Company to approve (or otherwise take any corporate or similar action with respect to to) any financing (including the Debt Financing) or Contracts (including any Financing Document or under Section 5.01commitment letter) related thereto; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A3) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction Subsidiary to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational or governance documents or any applicable Law Legal Requirements, or would result in the contravention of, or that could reasonably be expected to result in a violation or of breach of, or default under, any agreement to which the Company or its Subsidiary is a party. (c) Subject to any applicable Legal Requirements, all non-public or other confidential information provided by the Company, its Subsidiary or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument their respective Representatives pursuant to this Section 7.08(a) Agreement will be kept confidential in accordance with respect the Confidentiality Agreement, except that Parent and Purchaser will be permitted to disclose such information to any Debt Financing Sources or prospective equity or debt financing sources and other financial institutions and investors that are or may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as a “Representative” thereunder as if parties thereto; or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is not contingent on the Closinga beneficiary. (bd) Buyer shallIf the Closing does not occur, promptly upon request by the Company, Parent will reimburse the Company for all any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or its Subsidiary in connection with the cooperation of the Company and its Subsidiary contemplated by this Section 6.16 (it being understood and agreed that the reimbursement set forth in this Section 6.16(d) shall not apply to any fees, costs, and expenses incurred by, or on behalf of, the Company, its Subsidiary or any of its Representatives in connection with its ordinary course financial reporting requirements or in the provision of data that, in each case, was already prepared or was being prepared by the Company, its Subsidiaries Subsidiary or its Representatives in the ordinary course of business notwithstanding this Section 6.16). (e) The Parent shall indemnify, defend and its hold harmless the Company Entities and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses losses, damages, claims, interest, awards, judgments, penalties, costs and expenses suffered or incurred by any of them in connection with the Financing (including any debt financing action taken in accordance with this Section 6.16) and any information utilized costs and expenses incurred in connection therewith (other than material misstatements defending against the foregoing, except to the extent such losses, damages, claims, costs or omissions in information provided expenses arise from the willful breach of this Agreement by the Company Company, as finally determined by a court of competent jurisdiction, or any from fraud on the part of its Subsidiaries for use in such financing)the Company.

Financing Cooperation. (a) The Prior to Closing, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries toto use reasonable best efforts, at Buyer’s sole expenseand each of them shall use their reasonable best efforts to cause their respective Representatives to use their reasonable best efforts, to provide customary cooperation, to the extent reasonably cooperate in connection with requested by Parent or New Wildlife, necessary for the arrangement of the Financing, or the financing contemplated by the Alternative Debt Commitments or any other financing arrangements (including any equity or equity-linked financing consummated in accordance with Section 4.2(d)(ii)), and, in such instance, the term “Financing” hereunder shall include such alternative financings, in each case, subject to Parent’s and New Wildlife’s Reimbursement Obligations. Such assistance shall include, without limitation: (i) participating (and causing senior management and Representatives of the Company to participate) in a reasonable number of meetings, presentations, road shows and due diligence sessions and other customary syndication activities in respect of the Financing; (ii) furnishing Parent, New Wildlife and the Debt Financing Sources, as promptly as practicable (A)(X)(I) in the case of any audited financial statements of RE/MAX Holdings, Inc., a Delaware corporation, as promptly as reasonably practicable but in no event more than seventy-five (75) days after the end of the relevant fiscal year and (II) in the case of any unaudited quarterly financial statements, as promptly as reasonably practicable but in no event more than forty (40) days after the end of the relevant fiscal quarter, and (Y) all Required Financial Information (which shall be Compliant as of the Closing) (provided, that the filing of the required financial statements on Form 10-K, Form 10-Q, Form 6-K or Form 8-K by the Company will be deemed to satisfy the applicable requirements of the foregoing clauses (X) or (Y), as applicable, so long as a subsequent Form 8-K, Item 4.02 has not been filed with respect to the financial statements included therein), (B) all financial statements, schedules, financial data, audit reports and other information regarding the Company and its Subsidiaries that are reasonably requested by Parent or New Wildlife to the extent that such information is of the type that would be required by Regulation S-K or Regulation S-X under the Securities Act for a registered underwritten offering, Rule 144A offering or private placement of debt securities contemplated to be issued in lieu of any facility under the Financing and (C) such other pertinent information regarding the Company and its Subsidiaries (including information regarding the business, operations and financial projections thereof) as may be reasonably requested by BuyerParent or New Wildlife and customarily required to assist in the preparation of bank information memoranda, lenders’ presentations, offering memoranda, prospectuses, prospectus supplements, and other customary marketing materials relevant to the Financing, including a customary confidential information memorandum or other customary information documents used in the Financing; provided provided, that such requested cooperation does not unreasonably interfere with nothing in clause (ii)(B) or (ii)(C) shall require the ongoing operations provision of any Excluded Information; (iii) using reasonable best efforts to cause the independent auditors of the Company or its Subsidiaries. Such cooperation to assist and cooperate with Parent and New Wildlife in connection with the Financing, including by (A) obtaining any required consent of such auditors for use of their audit reports in any offering materials relating to any such Financing, and the Company provision of customary “comfort” letters (including “negative assurance” and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (ichange period comfort) furnish such with respect to financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (wB) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliatesattending accounting due diligence sessions; (iv) provide the using reasonable use by Buyer and its Affiliates best efforts to cause senior management of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) assist in preparation of, and to participate in, a reasonable and limited number of meetingsmeetings (including customary one-on-one meetings with the parties acting as lead arrangers, presentations bookrunners or agents for, and road shows with prospective lenders and investors and in drafting buyers of, the Financing), presentations, road shows, sessions and with rating agencies, due diligence sessions, as applicabledrafting sessions and sessions between senior management and the Debt Financing Sources in connection with the Financing, in each case at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise cooperate with agreed to by the Company; (v) furnishing Parent, New Wildlife and the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or promptly and, in any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide event, at least three four (34) Business Days prior to the Acceptance Time Closing, with all documentation and other information about the Company and its Subsidiaries as is required reasonably requested by Parent or New Wildlife at least nine (9) Business Days prior to Closing, in accordance with the requirements of the Debt Financing Sources, relating to applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance TimeAML Laws; (viiiA) assisting in the preparation, execution and delivery of the Definitive Agreements, including any credit agreement, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officer) of the Company (in the form attached as A▇▇▇▇ ▇ to Exhibit B to the Debt Commitment Letter)) and other customary documents as may reasonably be requested by Parent or the Debt Financing Sources and (B) facilitating the pledging of, granting of security interests in and liens on collateral in connection with the Financing; (vii) (A) using reasonable best efforts to provide information reasonably necessary to assist Buyer or any of its Affiliates assistance with the preparation of pro forma financial materials for, as applicable, rating agency presentations, offering memoranda, prospectuses or prospectus supplements, bank information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations memoranda, syndication memoranda, lender presentations and other instruments of discharge customary marketing materials required in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; Financing, (xB) cooperate using reasonable best efforts to provide reasonable cooperation with the providers due diligence efforts of the Debt Financing Sources to ensure thatthe extent reasonable and customary (and, to the extent practicable and appropriateapplicable, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries subject to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading limitations contained in any material respect promptly after gaining knowledge thereof; this Agreement) and (xiiC) assist the Buyer in the delivery in a timely fashion of providing customary authorization letters with respect to the providers of the debt financing Company authorizing the distribution of information to prospective lenders and containing a investors (including, to the extent applicable, customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about representations) and customary certificates; (viii) filing a Current Report on Form 8-K, if, in connection with the marketing efforts contemplated by any Debt Financing Sources in connection with the Financing, Parent or New Wildlife reasonably requests the Company to furnish or file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company and its Subsidiaries or their respective securities, which information is necessary or desirable (as reasonably agreed by P▇▇▇▇▇ and the Company) to include in customary offering documents or marketing materials for any Financing; and (ix) facilitating the taking, no earlier than the Closing, of customary corporate, limited liability company, partnership or other similar actions reasonably requested by Parent to permit the consummation of the Financing (provided that no such action shall be required of persons who are officers or directors of the Company or its Affiliates Subsidiaries or any of their respective securities;Affiliates prior to the First Merger Effective Time who will not be continuing in such capacities thereafter). (xiiib) cooperate with The foregoing notwithstanding, none of the Buyer’s legal counsel in connection with Company nor any legal opinions that may of its Subsidiaries shall be required to be delivered take or permit the taking of any action pursuant to this Section 5.23, including with respect to any Encumbrance on any assets of the Company or its Subsidiaries in connection with the Debt Financing; , that would: (xivi) prevent require the syndicationCompany or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, incurrence execute or issuancedeliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that would be effective prior to the Closing Date or that is not contingent upon the Closing (except (I) the authorization letters set forth in clause (a)(vii)(C) above, (II) the “know-your-customer” and anti-money laundering documents contemplated by clause (a)(v) above and (III) to approve regulatory filings relating to the Company or its Subsidiaries in connection with the Financing (clauses (I) through (III), collectively, the “Pre-Closing Financing Deliverables”) (for the avoidance of doubt, any persons who are officers or directors of the Company or its Subsidiaries or any of their respective Affiliates prior to the First Merger Effective Time who will not be continuing in such capacities thereafter shall not be required to pass any resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement in connection with the Financing other than the Pre-Closing Financing Deliverables), (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee, (iv) reasonably be expected to cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (v) reasonably be expected, in the reasonable judgment of the Company, to conflict with the Company Governing Documents, any Legal Requirements or any Material Contract or obligations of confidentiality (not created in contemplation hereof) binding on the Company or any of its Subsidiaries, (vi) reasonably be expected to result in a material violation or breach of, or any attempt to syndicatea default (with or without notice, incur or issuelapse of time, or both) under, any announcement or authorization of Material Contract to which the announcement of the syndication, incurrence or issuance, of any debt facility Company or any debt security of its Subsidiaries is a party (other than any Material Contract entered into in contemplation hereof), (vii) provide access to or disclose information that the Company or any of its Subsidiaries determines in good faith would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Subsidiaries, except as otherwise permitted under (viii) require the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither delivery of any opinion of counsel, (ix) require the Company nor to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its Subsidiaries nor any financial reporting practice (other than, for the avoidance of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other feesdoubt, in each case, in connection with any Debt Financingthe Required Financial Information), (Bx) give require the preparation or delivery of any indemnities in connection with any debt financingExcluded Information (other than, for the avoidance of doubt, as contemplated by this Section 5.23(b)), (Cxi) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the ongoing business of the Company and its Subsidiaries or Company, (xii) create an unreasonable a risk of damage or destruction to any property or assets of the Company, (xiii) cause any condition to the Closing set forth herein to not be satisfied or otherwise cause any breach of this Agreement or (xiv) require the change of any fiscal period of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited . Nothing contained in this Section 5.23 or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which otherwise shall require the Company or any of its Subsidiaries is a party Affiliates, prior to the Closing, to be an issuer or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) other obligor with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer Financing. Parent shall, promptly upon on request by the Company, reimburse the Company or any of its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company, its Subsidiaries and its and them or their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer such cooperation and shall reimburse, indemnify and hold harmless the Company, Company and its Subsidiaries Affiliates and their respective Representatives, Representatives from and against any and all losses suffered or incurred by any of them in connection with the arrangement of the Financing, any debt financing action taken by them pursuant to this Section 5.23 or otherwise at the request of Parent, New Wildlife or their respective Representatives in connection with the Financing and any information utilized used in connection therewith therewith, except to the extent that any of the foregoing is determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from the (other than material misstatements x) bad faith, gross negligence or omissions in information provided by willful misconduct of the Company or any of its Subsidiaries for use representatives or (y) financial statements, financial information or other materials prepared prior to the date hereof or, after the date hereof, that the Company would have prepared in the ordinary course of business (such financingreimbursement, indemnification, and hold harmless obligations described in this sentence, the “Parent Reimbursement Obligations”). (c) The parties acknowledge and agree that the provisions contained in this Section 5.23 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent or New Wildlife with respect to the Contemplated Transactions and the transactions contemplated by the Debt Commitment Letter, and no other provision of this Agreement (including the annexes, exhibits and schedules hereto) or the Debt Commitment Letter shall be deemed to expand or modify such obligations. Notwithstanding anything to the contrary in this Agreement, a breach of the obligations of the Company or its Subsidiaries under Section 5.23(a) may not be asserted by Parent, New Wildlife or any of their respective Affiliates or Representatives as the basis for (x) the conditions set forth in Section 6.2(a) or Section 6.2(b) not being satisfied; or (y) the termination of this Agreement pursuant to Section 7.1(g), if the Financing has been funded or is reasonably expected to be funded if the date of such assertion was the Closing Date. (d) Parent and New Wildlife shall ensure that all nonpublic or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent, New Wildlife or their respective Representatives pursuant to this Section 5.23 shall be kept confidential and used only in accordance with and otherwise treated as provided in the Confidentiality Agreement and the Clean Team Agreement. (e) The Company shall, and shall cause its Affiliates to, supplement to Required Financial Information on a reasonably current basis to the extent that any such Required Financial Information, to the Knowledge of the Company, is not Compliant.

Financing Cooperation. (a) The Company shall Seller shall, and shall cause its Subsidiaries the Company to, provide and use reasonable best efforts to cause its and the Company’s respective Representatives, including their legal and accounting advisors, to provide, at Buyer’s the sole expenseexpense of Parent, all cooperation reasonably cooperate requested by Parent in connection with any working capital (or equivalent) debt facilities to be obtained, arranged or committed to on or prior to the arrangement Closing Date that is to be made available to the Company from and after the Closing Date, if any (any such debt facility, the “Debt Financing”), including using reasonable best efforts in respect of the following: (i) executing and delivering as of (but not before) the Closing any Debt Financing pledge and security documents, other definitive financing documents, or other certificates, customary legal opinions from local counsel or documents as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with Parent (including a certificate of the ongoing operations chief financial officer of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation solvency of any pro forma financial information the Company on a consolidated basis (without giving effect to the identity of Parent and financial statements for inclusion in any confidential information memorandumBuyer)) and otherwise facilitating the pledging of collateral, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a)if any; (ii) cause its independent accountants assisting Parent to cooperate with any financing source providing financing obtain waivers, consents, estoppels and approvals from other parties to Buyer or any of its Affiliates consistent with their customary practice material leases, encumbrances and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents contracts relating to the inclusion of audit reports in connection with any Debt FinancingCompany; (iii) provide information related taking all reasonable actions necessary to (A) permit the Debt Financing sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the Company and its Subsidiaries reasonably extent necessary to assist Buyer or any of its Affiliates in connection with the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates;Debt Financing; and (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time providing all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer Parent or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure sources; provided, that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xii) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers none of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates Seller or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, similar fee or make any other payment in connection with any the Debt Financing, Financing prior to the Closing that is not simultaneously reimbursed by Parent or (B) give any indemnities in connection with any debt financing, (C) take any action thatthat will conflict with or violate the Company’s organizational documents, (ii) nothing herein shall require such cooperation to the extent it would, in the good faith determination of the Company, would interfere unreasonably interfere with the conduct business or operations of the business of Company, (iii) the Company and its Subsidiaries or create an unreasonable risk of damage or destruction shall not be required to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject commit to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict in connection with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on upon the Closing (including the entry into any agreement) and (iv) neither the Company nor any of its officers, directors or managing members shall be required to take any action or provide any approval in respect of the Debt Financing prior to the Closing (other than those actions contemplated to be taken prior to the Closing pursuant to this Section 4.11). Nothing contained in this Section 4.11 or otherwise shall require the Company, prior to the Closing. (b) Buyer , to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company Seller for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, its Subsidiaries and its and Seller or the Company or their respective Representatives in connection with their respective obligations pursuant to the cooperation contemplated by this Section 7.08(a). Buyer 4.11 and shall indemnify and hold harmless the Company, its Subsidiaries Seller and the Company and their respective Representatives, Representatives from and against any and all losses losses, liabilities, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing, any debt financing action taken by them at the request of Parent pursuant to this Section 4.11 and any information utilized in connection therewith (other than material misstatements or omissions in information provided in writing by the Seller or the Company in connection with the Debt Financing), in each case, except to the extent suffered or incurred as a result of the bad faith, gross negligence or willful misconduct by the Seller or Company or their respective Representatives. (b) The Seller hereby consents to the reasonable use of the Company’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that does not violate any contractual obligation of the Company and is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company. (c) Parent may reasonably request the cooperation of the Seller and the Company under this Section 4.11 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing to effect the Debt Financing. (d) Parent acknowledges and agrees that the obtaining of any Debt Financing is not a condition to Closing and reaffirms its Subsidiaries for use obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Debt Financing, subject to the satisfaction or waiver of the conditions set forth in such financing)Article V. (e) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 4.11 shall be kept confidential in accordance with the Confidentiality Agreement.

Financing Cooperation. (a) The Company shall EchoStar shall, and shall cause its Subsidiaries to, at Buyer’s sole expenseuse reasonable best efforts to provide such assistance as reasonably requested by DISH in connection with financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) as DISH may reasonably cooperate determine necessary or advisable in connection with the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations completion of the Company Merger or its Subsidiariesthe other transactions contemplated by this Agreement. Such cooperation by the Company and its Subsidiaries assistance shall include, at but not be limited to, the reasonable request following: (a) providing such information and making available such personnel as DISH may reasonably request, including the preparation and furnishing in a timely fashion of Buyer, using their respective commercially reasonable efforts to: (i) furnish such all financial statements and other data customary to be included in connection therewith (including all audited financial data statements, all unaudited financial statements (which shall have been reviewed by the independent accounting firm for EchoStar as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722)) and other all information relating to the Company regarding EchoStar and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable required for DISH to consummate any Debt Financing, including prepare pro forma financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company regarding EchoStar and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by and in compliance with Regulation S-X and Regulation S-K promulgated under the 1933 Securities Act for a registered public offering and related forms; (b) participation in, and assistance with, any marketing activities related to such financing; (c) participation by senior management of debt securitiesEchoStar in, and their assistance with, the preparation of rating agency presentations and meetings with rating agencies; (yd) taking such actions as are reasonably requested by DISH or its financing sources to facilitate the satisfaction of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order all conditions precedent to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any obtaining such financial statements will satisfy the requirements of these items (w), (x) financing; and (y); provided, further, that the Company’s sole obligation e) assisting in any exchange transactions or consents with respect to the EchoStar Indentures. Notwithstanding the foregoing, EchoStar and its Subsidiaries shall not be required pursuant to this Section 4.19 to (1) enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters and notices) that will be effective prior to the Closing (or that will otherwise be effective if the Closing does not occur), (2) take any action to the extent it would unreasonably disrupt the business or operations of EchoStar and the EchoStar Subsidiaries (taken as a whole) or require any of them to take any actions that would reasonably be expected to violate any applicable Legal Requirement, any Contract or their respective Organizational Documents, (3) provide any information to the extent such information would not be required to be provided pursuant to Section 4.8(a), (4) take any actions, or omit to take an action, that would reasonably be expected to result in any personal liability for the directors, officers, employees or stockholders of EchoStar or any of its Subsidiaries, (5) provide any information that cannot be provided without unreasonable burden or expense or (6) take any action, or omit to take an action, that would reasonably be expected to cause any representation, warranty or covenant in this Agreement to be breached by EchoStar or any of its Subsidiaries (unless waived by DISH) or cause any closing condition set forth in Article V to fail to be satisfied. EchoStar hereby consents to DISH’s use of and reliance on any audited or unaudited financial statements relating to EchoStar and the consolidated EchoStar Subsidiaries, including any filings that DISH desires to make with the SEC. In addition, EchoStar will use reasonable best efforts, at DISH’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. (b) DISH shall promptly reimburse EchoStar for any reasonable and documented costs and expenses (including legal expenses but excluding costs of EchoStar’s preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to its compliance with its periodic reporting obligations under the Company and its Subsidiaries reasonably necessary to assist Buyer Exchange Act or any of its Affiliates otherwise in the preparation ordinary course of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested business) incurred by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company EchoStar or any of its Subsidiaries (including reasonable attorneys’ and accountants’ fees) in connection with any action taken (or not taken) in compliance with Section 4.19(a). DISH shall indemnify and hold harmless EchoStar, its Subsidiaries and their respective Representatives from any losses, damages, fines, amounts paid in settlement, costs or expenses arising out of or relating to any action taken (or not taken) in compliance with Section 4.19(a) (other than to the reputation or goodwill extent any of the Company foregoing are incurred as a result of gross negligence, bad faith or willful misconduct of EchoStar, any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights;Representatives). (vc) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide All confidential information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company regarding EchoStar and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company provided by EchoStar and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) 4.19 shall be kept confidential in accordance with respect to any Debt Financing that is not contingent on the Closingterms of the Confidentiality Agreement. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a1) The Company Prior to the Closing, the Vendor shall (and shall cause its Subsidiaries the Corporation to), at Buyer’s the sole expensecost and expense of the Purchaser (subject to Section 7.2(2) below), reasonably use their commercially reasonable efforts to cause the applicable officers, Employees and advisors, including legal and accounting, of the Corporation, to cooperate with the Purchaser as necessary in connection with the arrangement of any Debt Financing financing as may be customary and reasonably requested by Buyer; the Purchaser (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeCorporation), at the reasonable request of Buyer, including using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (va) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) at reasonable times in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions; (b) assist the Purchaser and any financing sources in the preparation of bank information memoranda, as applicable, private placement memoranda and similar documents for any portion of financing; (c) take all corporate actions reasonably requested by the Purchaser to permit the consummation of a financing and to permit the proceeds thereof to be made available to the Purchaser at Closing; (d) execute and deliver any customary credit agreements and pledge and security documents and otherwise reasonably facilitate the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) and documents as may be reasonably requested by the Purchaser (provided that no obligation of the Corporation under any agreement or financing document contemplated in this Section 7.2(1) shall be effective until Closing); (e) obtain customary authorization letters with respect to the bank information memoranda and consents of accountants to the use of their reports in any materials relating to a financing; and (f) cooperate reasonably with the Debt Financing Sources’ documentary due diligencediligence of financing sources, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company reasonable and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates not unreasonably interfering with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company Corporation; provided, however, that the Vendor and its Subsidiaries the Corporation shall not be obligated to provide or create an unreasonable risk of damage be responsible for any post-Closing or destruction pro forma statements, information, or adjustments desired to be incorporated into any property or assets information used in connection with procurement of the Company or any of its Subsidiaries, (D) provide any information financing unless already required to be provided by the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to Vendor for the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the ClosingProspectus. (b2) Buyer shall, The Purchaser shall promptly upon request by the Company, reimburse the Company Vendor for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives Corporation or the Vendor in connection with their respective obligations pursuant to Section 7.08(a). Buyer such cooperation (it being understood and agreed, however, that the Purchaser shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against not be responsible for any and all losses suffered or amounts that would have been incurred by any of them in connection with any the transactions contemplated hereby regardless of efforts to obtain financing, or otherwise incurred independently of the transactions contemplated hereby). (3) In the event that the minimum cash requirement in section 7.03(E) of the Signing Date Sagicor Arrangement Agreement is not met due to excessive redemptions of Alignvest Class A Shares, (a) Alignvest shall use reasonable commercial efforts to seek to obtain additional debt or equity or other financing sufficient to restore Alignvest’s cash level to meet such minimum cash requirement, or make other appropriate arrangements to seek to complete the Sagicor Acquisition Closing, and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for b) Sagicor shall use in reasonable commercial efforts to cooperate with Alignvest’s efforts to seek to obtain such financing).

Financing Cooperation. (a) The Subject to Section 6.03(a), prior to the Offer Closing, the Company shall use its reasonable best efforts to cooperate, and shall to cause its Subsidiaries toSubsidiaries, at Buyer’s sole expenseand its and their respective Representatives, reasonably cooperate to cooperate, with Parent and Merger Sub in connection with Parent and Merger Sub obtaining financing in connection with the arrangement transactions contemplated by this Agreement including, at Parent’s request (i) furnishing Parent and Merger Sub and their financing sources with financial and other pertinent information (including bank and bond information memoranda, syndication materials, offering and other similar documents) customarily utilized in financing transactions of the kind contemplated hereby, (ii) in each case, upon reasonable notice, making management of the Company (including some members of the financial staff) available to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, any Debt Financing such financing), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with such financing, (iii) assisting with the preparation of materials for rating agency presentations and bank information memoranda and similar documents customarily prepared in connection with the financing, (iv) using reasonable best efforts to facilitate accountant’s comfort letters and legal opinions reasonably requested by Parent, (v) reasonably facilitating the pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing and executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by BuyerParent that are consistent with the terms of this Agreement or otherwise facilitating the pledging of collateral from and after the Closing as may be reasonably requested by Parent; provided, that any obligations contained in all such agreements and documents shall be effective no earlier than the Effective Time, (vi) promptly furnishing all documentation and other information about the Company and its Subsidiaries required by Governmental Entities with respect to the financing under applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested to permit the consummation of any such financing and to permit the proceeds thereof to be made available to the Company, including entering into one or more credit agreements, indentures or other instruments on terms reasonably satisfactory to Parent in connection with therewith as of or immediately after the Offer Closing to the extent direct borrowings or debt incurrence by the Company is contemplated by any such financing; provided that nothing herein shall require such requested cooperation does not to the extent it would interfere unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that neither the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or Company nor any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including customary “negative assurances”the entry into any agreement) and customary consents or that would be effective prior to the inclusion Offer Closing. None of audit reports the Company nor any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability or to bear any cost or expense or to pay any commitment or other similar fee (other than reasonable out-of-pocket costs) in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer such financing or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide foregoing prior to the Offer Closing. The Company hereby consents to the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingin connection with any such financing, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (logos and causing senior management on such other customary terms and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, conditions as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent shall reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closingimpose. (b) Buyer Parent shall, promptly upon request by the CompanyCompany following any termination of this Agreement, reimburse the Company for all documented and reasonable out-of-pocket costs and expenses incurred by the Company, Company or its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer 6.16(a) and Parent shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective RepresentativesAffiliates, directors, officers, employees and agents from and against any and all losses liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with any debt financing and any information utilized assistance or activities provided in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing)therewith.

Financing Cooperation. (a) The Company shall use its reasonable best efforts to, and shall cause its Subsidiaries and their respective Representatives to use their reasonable best efforts to, at Buyer’s sole expense, reasonably cooperate provide all cooperation in connection with the arrangement of any the Debt Financing that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Buyer; Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or and its Subsidiaries. Such cooperation by ), including (i) participation in meetings, due diligence sessions, “road shows” and sessions with rating agencies, in each case, at times and locations to be mutually agreed upon, (ii) assisting Parent with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar customary documents required in connection with the Debt Financing, (iii) to the extent not otherwise publically available, furnishing Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries shall include, at (the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing“Required Information”), including financial statements, pro forma financial information, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and or Regulation S-K promulgated under the 1933 Act for a registered public offering and of debt securities, (y) of the type and form customarily included in private placements of debt securities a registration statement on Form S-1 (or any applicable successor form) under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide obtaining accountants’ comfort letters and legal opinions and (v) 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 a customary solvency certificate by the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill chief financial officer of the Company or any (provided that (A) none of its Subsidiaries or any of their respective productsthe letters, servicesagreements, offerings or intellectual property rights; (v) participate (documents and causing senior management certificates shall be executed and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days delivered prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt FinancingClosing Date, (B) give any indemnities in connection with any debt financingthe effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries no personal or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent other liability shall be imposed on the Closingofficers, directors, management or employees involved). (b) Buyer shallIf this Agreement is terminated pursuant to Article X Parent shall promptly, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred and documented by the Company, Company or any of its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to the cooperation of the Company and its Subsidiaries contemplated by this Section 7.08(a)6.06. Buyer The Parent shall indemnify indemnify, defend and hold harmless the Company, its Subsidiaries and their respective Representatives, Representatives from and against any and all losses suffered losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or incurred by any in part out of them in connection with any debt financing and any information utilized in connection therewith (actions or omissions undertaken pursuant to this Section 6.06 other than material misstatements arising from fraud. Nothing in this Section 6.06 shall require the cooperation of the Company, its Subsidiaries or omissions in information provided their respective Representatives to the extent it would (i) cause any condition to Closing to fail to be satisfied or otherwise cause a breach of this Agreement (unless waived by the Company or Parent) or (ii) violate organizational documents, law applicable to it, or result in a material violation or breach under, any of its Subsidiaries for use in such financing)Material Contracts.

Financing Cooperation. (a) The Company In connection with the Debt Financing, the Seller shall use commercially reasonable efforts to provide, and shall use its commercially reasonable efforts to cause its Subsidiaries toRepresentatives, at Buyer’s sole expenseincluding legal and accounting advisors, reasonably cooperate to provide (in all cases prior to the Closing), reasonable cooperation in connection with the arrangement of any the Debt Financing as may be reasonably requested by Buyer; provided the Purchaser and that such is necessary or customary and is reasonably requested cooperation does not unreasonably interfere by the Purchaser in connection with the ongoing operations of Purchaser’s efforts to obtain the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeDebt Financing, at the reasonable request of Buyer, including using their respective commercially reasonable efforts to: (i) as promptly as practicable furnish such financial statements and other financial data and other the Purchaser with information relating regarding the Business customarily included in marketing materials for financings similar to the Company financings contemplated by the Debt Commitment Letter; (ii) upon reasonable prior notice, reasonably participate in a reasonable number of meetings, conference calls, presentations and its Subsidiaries roadshows with prospective lenders and requested investors, and drafting sessions and otherwise reasonably cooperate with customary marketing efforts for any of the debt financing contemplated by Buyer or its Representatives as may be the Debt Commitment Letter; (iii) reasonably necessary or advisable assist the Purchaser and the Lenders with the timely preparation of any customary bank information memoranda, lender presentations, investor presentations and similar customary documents for use in connection with the financing contemplated by the Debt Commitment Letter; (iv) cause the Transferred Entities to consummate any Debt Financing, including financial statements, financial data, projections, audit reports promptly execute and other information (w) constituting audited financial statements relating deliver to the Company Purchaser and its Subsidiaries for each of its three most recent fiscal years ended the Lenders at least 60 days four Business Days prior to the Closing Date all documentation and unaudited financial statements relating other information with respect to the Company Business that is required in connection with the Debt Financing under applicable “know-your-customer” and its Subsidiaries for any quarterly interim period or periods (anti-money laundering rules and regulations, including the USA PATRIOT Act, and the requirements of 31 C.F.R. §1010.230, provided that such documentation and other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and information is requested at least 40 days eight Business Days prior to the Closing Date Date; and (v) cause the Transferred Entities to execute and deliver as of Closing (but not prior to Closing) any guarantee, pledge and security documents, and other definitive financing documents, or other certificates or documents as may be reasonably requested by the Purchaser or the Lenders (but not including any certificate from any officer or employee of the Business with respect to which independent auditors shall have performed a SAS 100 reviewsolvency matters) it being understood that such documents will not take effect until the Closing, and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the financing contemplated by the Debt Commitment Letter (including using commercially reasonable efforts to deliver any original stock certificates and related powers and any original promissory notes and related powers to the extent intended to constitute collateral in respect of the Debt Financing), it being understood that such pledge and such documents with not take effect until the Closing; provided that, in connection with complying with this Section 5.10(b), (xA) none of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securitiesSeller, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective productsofficers, servicesdirectors, offerings managers, employees, accountants, consultants, legal counsel, agents or intellectual property rights; other Representatives shall be required to pay (vor agree to pay) participate (and causing senior management and representatives, any commitment or other fee or incur any Liability with appropriate seniority and expertise, respect to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with matters relating to the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or enter into any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts agreement in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries except to the extent such information contains any material misstatement of fact with regard to a Transferred Entity and effective upon or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt FinancingClosing), (B) give any indemnities in connection with any debt financing, (C) the Seller and its Subsidiaries and their respective officers and employees shall not be required to take any action that, in the good faith determination of the Company, that would materially and unreasonably interfere with the conduct operation of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company Seller or any of its Subsidiaries, (DC) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary no such cooperation shall be required to the providing Partyextent that it would (i) cause any condition to Closing in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (Eii) take reasonably be expected to cause any action that would conflict with director, officer or violate employee of the Seller or any of its organizational documents Subsidiaries to incur any personal liability or (iii) cause any breach of any applicable Law or would result in a violation any Material Contract or breach of, or default under, any agreement organizational document to which the Company Seller or any of its Subsidiaries is a party party, (D) Seller and its Subsidiaries other than the Transferred Entities shall not be required to enter into, execute, or (F) execute approve any agreementagreement or other documentation, certificate, document or instrument pursuant to this Section 7.08(a) with respect agree to any Debt Financing change or modification of any existing agreement or other documentation except as otherwise expressly contemplated by this Agreement, and (E) the only financial statements that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company Seller or any of its Subsidiaries shall be required to deliver in connection with this Section 5.10(b) shall be the Financial Statements. Nothing in this Agreement will require the Seller or any of its Subsidiaries or any of its or their respective Representatives to provide (or be deemed to require the Seller or any of its Subsidiaries to prepare) in connection with the Debt Financing (1) a third-party solvency opinion, (2) any legal opinions or (3) any projections, pro forma financial statements or proposed debt and equity capitalization that is required for use in such financingpro forma financial statements relating to the transactions contemplated hereby or the Debt Financing (provided, customary information for Purchaser to prepare pro forma financial statements shall not be excluded by this clause (3)).

Financing Cooperation. (a) The Company shall (and shall cause its Subsidiaries to) provide to Parent, at Buyer’s sole expenseand shall use commercially reasonable efforts to cause representatives of the Company and its Subsidiaries to provide to Parent, on a timely basis, all cooperation reasonably cooperate requested by Parent in connection with the arrangement by Parent or Merger Sub of any Debt Financing as may be reasonably requested by Buyer; debt financing (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries. Such cooperation by create a risk of damage or destruction to any property or assets of the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (iCompany) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (xincluding the marketing efforts in connection therewith) of and the type and form required payments contemplated by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (zSection 3.3(a) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall may be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; Parent, including by (ivi) provide the reasonable use by Buyer furnishing Parent and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, financing sources as applicable, of financing (subject to advance review of and consultation promptly as reasonably practicable with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation financial and other pertinent information about regarding the Company and its Subsidiaries as is may be reasonably requested by Parent (provided, that the Company shall not be required to prepare any financial statements or deliver any other financial information not prepared by the Company or its Subsidiaries in the Ordinary Course of Business), (ii) assisting with the preparation of materials for rating agency presentations, offering documents, offering circulars documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any debt financing by Parent, (iii) subject to confidentiality agreements reasonably acceptable to the Company, using commercially reasonable efforts to permit Parent’s financing sources to conduct customary due diligence and evaluate the Company’s current assets, equipment, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing (including providing sufficient access to allow such lenders (or their agents or representatives) to conduct field examinations and appraisals; provided, that Section 7.1 shall apply mutatis mutandis), (iv) furnishing Parent and Parent’s financing sources promptly with all documentation and other information required by any Governmental Body with respect to any debt financing under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act Act, and in any event at least three (3) days prior to the Closing to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates in writing at least ten (10) Business Days days prior to the anticipated Acceptance Time; Closing, (viiiv) provide information reasonably necessary to assist Buyer or any arranging for customary pay off, discharge and termination at the Closing of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of all existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its SubsidiariesSubsidiaries contemplated to be paid off, except as otherwise permitted under discharged and satisfied and/or terminated at the commitment letter with respect Closing, (vi) facilitating the execution and delivery at the Closing of definitive documents related to any debt financing, including the pledging of collateral and providing guarantees to Parent’s financing sources at the Closing and (vii) assisting Parent in the satisfaction of conditions precedent or satisfaction of other obligations set forth in any debt financing to the Debt Financing extent the satisfaction of such conditions or under Section 5.01; obligations requires the cooperation of or is within the control of the Company or its Subsidiaries. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the Company, its Subsidiaries or their marks. (b) Notwithstanding anything to the contrary in this Section 7.14, (i) neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to undertake any obligation or execute any agreement (A) pay any commitment or other fees, in each case, than authorization letters in connection with any Debt Financingsyndication efforts) that would be effective prior to the Effective Time, (Bii) give any indemnities in connection with any debt financing, the board of directors (Cor similar governing body) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesSubsidiaries shall not be required to approve any financing, (Diii) provide neither the Company nor any information the disclosure of which is prohibited or restricted under applicable Law or subject its Subsidiaries shall be required to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would will conflict with or violate its organizational documents or any applicable Law laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party party, (iv) neither the Company nor any of its Subsidiaries shall be required to provide any information the disclosure of which is prohibited or restricted under applicable law or is legally privileged and (Fv) execute no officer or representative of the Company or any agreementof its Subsidiaries shall be required to deliver any certificate or take any other action that could reasonably be expected to result in personal liability to such officer or representative. Except to the extent contemplated hereunder, certificateParent acknowledges and agrees that the Company and its Affiliates and their respective representatives shall not have any responsibility for (or, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Company and its Subsidiaries, prior to the Closing. ), incur any liability to any person under or in connection with, the arrangement of any debt financing that Parent may raise in connection with the transactions contemplated by this Agreement. Parent shall (bx) Buyer shallpromptly, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company, Company or any of its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to the cooperation of the Company and its Subsidiaries contemplated by this Section 7.08(a). Buyer shall 7.14 and (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, representatives from and against any and all losses damages, losses, charges, liabilities, claims, demands, actions, suits, Proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties and costs and expenses suffered or incurred by any of them in connection with the arrangement of any debt financing and any information utilized in connection therewith (other than material misstatements to the extent arising from willful misconduct, fraud, intentional misrepresentation or omissions in information provided by the Company or any of its Subsidiaries for use in such connection with the debt financing). Parent acknowledges and agrees that obtaining any such debt financing (and any availability under Parent’s existing credit facilities) is not a condition to the Closing.

Financing Cooperation. (a) The Company shall and shall cause its Subsidiaries toIf, at Buyer’s sole expenseprior to the Closing, reasonably cooperate Parent elects to seek financing in connection with the arrangement Merger that does not require any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority, from and after the date that the Company receives written notice from Parent of such election until the earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, the Company, at the sole expense of Parent, shall use its commercially reasonable efforts to provide and cause its Subsidiaries and Representatives to provide, all such reasonable cooperation as Parent may reasonably request in writing in connection with any Debt Financing financing efforts that Parent may undertake in connection with the Merger, including, as may be applicable, (a) upon reasonable advance written notice, assisting in the preparation for and participating in a reasonable number of meetings at mutually agreeable times and locations, (b) furnishing reasonably available financial and other information regarding the Company reasonably requested by Buyer; provided that Parent or the relevant financing sources to consummate such requested cooperation does not unreasonably interfere financing and customary to be included in marketing materials for such financing, (c) participating in drafting sessions, (d) assisting with the ongoing operations preparation of syndication documents and materials, including a bank confidential information memorandum, lender presentation, rating agency materials and presentations, and other customary marketing materials in connection with such financing, (e) providing information reasonably available as requested for the evaluation of assets included or that may be included in any borrowing base or covered by security interests, (f) assisting in the preparation of schedules to collateral agreements, (g) subject to any contractual agreement in effect, facilitating the providing of guarantees and the pledging of collateral for such financing, including, upon reasonable advance written notice at mutually agreeable times and, if applicable, locations, taking commercially reasonable actions necessary to permit the relevant financing sources to evaluate the Company’s and the Company Subsidiaries’ real property and personal property that would constitute collateral under such financing, solely for the purpose of establishing pledges over such assets to secure the obligations under the definitive documents for such financing, in each case which shall not be required to be delivered or its Subsidiaries. Such cooperation by effective until at or promptly following the Company Effective Time and its Subsidiaries (h) providing reasonable and customary assistance with the preparation of documents customarily required in connection with such financing (excluding, for the avoidance of doubt, any solvency certificates, which shall includebe the responsibility of Parent), at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data providing all documentation and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries required thereunder and any documentation or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide other information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT U.S.A. Patriot Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report 2001; provided, however, that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; shall not: (x) cooperate with the providers prior to or as a result of the Debt Financing to ensure thatMerger, to take on any debt or liabilities, or provide for the extent practicable and appropriateuse of its cash or assets, any syndication efforts which would be in excess of the Company’s distributable profits (as defined in the ICL), in connection with the Debt Financing benefit from financing of the Per Share Merger Consideration or other costs or fees to be paid by Parent hereunder, as such use would require court approval under ICL, or (y) be required to take any particular action that requires any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority (including in connection with any necessary court approvals in connection with any dividend of the Company’s existing cash); and its Subsidiaries’ existing lending relationships; provided further that (xii) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about neither the Company, its Affiliates or Subsidiaries, nor any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security persons who are directors of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay pass resolutions or consents to approve or authorize the execution of any commitment agreements or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt instruments for such financing, (Cii) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets no obligation of the Company or any of its SubsidiariesSubsidiaries under any certificate or document will be effective until the Effective Time, (Diii) provide none of the Company, its Subsidiaries or their respective Representatives shall be required to cooperate pursuant to this Section 5.14 in any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action manner that would conflict unreasonably interfere with the ongoing operations of the Company or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which Subsidiaries and (iv) none of the Company or any of its Subsidiaries is a party shall be required to pay any commitment or (F) execute other similar fee or incur any agreementother liability in connection with the foregoing prior to the Effective Time. Notwithstanding anything in this Agreement to the contrary, certificate, document the Company shall not be required to cooperate in connection with any financing at such point that such financing would be reasonably likely to prevent or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on materially delay the Closingconsummation of the Merger. (b) Buyer shall, promptly upon request by the Company, Parent shall reimburse the Company for all out-of-its reasonable out of pocket costs and expenses incurred by the CompanyCompany in connection with this Section 5.14 and shall indemnify, defend and hold harmless the Company and its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties suffered or incurred by any of them in connection with any debt financing and any information utilized used in connection therewith therewith, except and solely to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or other liabilities are suffered or incurred as a result of the Company’s or its Subsidiaries or its or their Representatives’ gross negligence, bad faith, willful misconduct or material breach of this Agreement. (other than material misstatements c) Each of Parent and Merger Sub acknowledges and agrees that the Company, its Subsidiaries and their Representatives have no responsibility for any financing in connection with the transactions contemplated hereby. Accordingly and notwithstanding anything in this Agreement to the contrary, the failure of the Company, its Subsidiaries and/or Representatives to provide the cooperation contemplated by this Section 5.14 shall not constitute grounds for (i) Parent or omissions in information provided by Merger Sub to refuse to consummate the Merger or to terminate this Agreement or (ii) give rise to the payment of the Company or any of its Subsidiaries for use in such financing)Termination Fee.

Financing Cooperation. (ai) The Prior to the Closing, the Company shall use its reasonable best efforts to provide to Parent and Merger Sub, and shall cause each of its Subsidiaries to, to use its reasonable best efforts to provide (in each case at BuyerParent’s sole expense, ) the following cooperation to the extent reasonably cooperate requested by Parent in connection with the arrangement of any Debt debt financing in connection with the transactions contemplated hereby, (provided, however, that nothing in this Section 6.16(c) shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract; provided, that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any Contract, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality), (i) assisting in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate level to participate) in a reasonable number of meetings (but no more than two (2) in person “bank meetings” and additional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assisting Parent with the timely preparation of customary materials for bank information memoranda and ratings agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), (including executing and delivering a customary authorization letter to the extent reasonably requested by the lenders authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnishing Parent with the historical financial statements of the Company reasonably requested by the applicable financing sources or arrangers, including (A) within forty-five (45) days after the end of any fiscal quarter that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited consolidated statements of operations and cash flows, (B) within one hundred and twenty (120) days after the end of any fiscal year, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of operations and cash flows, and (C) such information as is necessary in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Financing Sources to be included in any bank information memoranda or other customary marketing materials, including by providing such financial and other pertinent information regarding the Company and its Subsidiaries and their respective businesses (it being understood that the Company needs only provide information to assist in the preparation thereof, and shall not be required to provide pro forma financial statements or pro forma adjustments), (iv) providing Parent and Merger Sub with information reasonably necessary to complete customary perfection certificates and other customary loan documents as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries Parent or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective productsMerger Sub, services, offerings or intellectual property rights; (v) participate reasonably facilitating the pledging of collateral as of (but not prior to) the Closing and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is reasonably required by under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act Act, at least five (5) Business Days prior to the Closing Date to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates in writing at least ten (10) Business Days prior to the anticipated Acceptance Time;Closing Date. (viiiii) provide information reasonably necessary Notwithstanding anything to assist Buyer the contrary in this Section 6.16(c), no action contemplated in this Section 6.16(c) shall be required if any such action shall: (I) unreasonably disrupt or interfere with the business or ongoing operations of the Company or the Company Subsidiaries; (II) (x) cause any representation or warranty or covenant contained in this Agreement to be breached or (y) cause the Company or any of its Affiliates Subsidiaries to violate or waive any attorney-client privilege or beach any Contract, applicable Law or Organizational Document; (III) involve the entry into any definitive agreements with respect to any debt financing or any other binding commitment by the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer Company or any of its Affiliates Subsidiaries that is required not contingent upon the Closing Date occurring or that would be effective prior to file under the 1934 Act following Closing Date (excluding the Closingauthorization and representation letters mentioned above); (IV) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer require the Company or any of its Affiliates Subsidiaries or any of their Representatives to provide (or to have provided on its behalf) any certificates that would be included in effective prior to the Closing Date or any offering documents; legal opinions; (ixV) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of require the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing Subsidiaries to ensure that, pay any out-of-pocket fees or expenses prior to the extent practicable and appropriate, any syndication efforts Closing that are not promptly reimbursed by Parent as set forth in connection with Section 6.16(c)(iii) if the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information Closing does not include material non-public information about the Companyoccur; (VI) cause any director, its Affiliates officer or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security employee of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect Subsidiaries to the Debt Financing or under Section 5.01incur any personal liability; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (AVII) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which require the Company or any of its Subsidiaries is a party to execute and deliver any pledge or (F) execute any agreementsecurity documents or certificates, certificate, document documents or instrument pursuant instruments relating to this Section 7.08(a) the provision of guarantees and collateral in connection with respect to any Debt the Financing that is not contingent on upon the ClosingClosing Date occurring or that would be effective prior to the Closing Date; (VIII) except as necessary to give effect to the items expressly contemplated in this Section 6.16(c) and without limiting clauses (III) and (VII) above, require the Company or any of its Subsidiaries to execute and deliver any documentation (including corporate resolutions) related to the Financing; or (IX) cause any condition to the Closing set forth in Article VII to fail to be satisfied. The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos solely to the extent necessary in connection with the Financing and solely in connection with a description of the Company, the Company Subsidiaries or the transactions contemplated by this Agreement and solely in a manner that is not intended or reasonably likely to harm or disparage the reputation or goodwill of the relevant party, or any of their respective Intellectual Property rights and will comply with the Company’s usage requirements and guidelines to the extent made available to Parent prior to such use. In no event shall the Company or the Company Subsidiaries or any of their respective Affiliates be in breach of this Agreement because of the failure to deliver any financial or other information that is not readily available or is not otherwise prepared in the ordinary course of business of the Company and the Company Subsidiaries at the time requested by Parent. Notwithstanding anything to the contrary herein, any breach by the Company or the Company Subsidiaries of their obligations under this Section 6.16(c), shall not constitute a breach of this Agreement for the purposes of Article VIII or a breach of the condition precedent set forth in Section 7.3, unless the Company has knowingly and willfully breached its obligations under this Section 6.16(c) and such breach has been the primary and direct cause of Parent’s debt financing not being obtained. (biii) Buyer shall, Parent shall (A) promptly upon request by the Company, reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries in connection with the cooperation provided for use in this Section 6.16, and (B) promptly indemnify and hold harmless the Company and the Company Subsidiaries and their respective Representatives from and against any and all liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by them in connection with the arrangement or consummation of the Financing, except to the extent any such financing)liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments or penalties arise out of or result from bad faith, gross negligence, fraud or willful misconduct by any of the Company, its Subsidiaries or their respective Representatives, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Financing Cooperation. (a) The Prior to the Closing Date, the Company shall and shall cause its Subsidiaries toeach of the Group Companies and their respective officers, at Buyer’s sole expenseemployees and advisors, including legal and accounting advisors, accountants, attorneys and auditors to provide such reasonable cooperation to the Purchaser as may be requested by Purchaser to the extent permitted by laws (and the request will be precise and specific as reasonably cooperate practicable) in connection with the arrangement of any Debt Financing financing by Purchaser for purposes of this Agreement and the Share Purchase Agreement (the “Financing”), including by: (a) promptly providing customary financial statements and financial information regarding the Group Companies as may be reasonably requested in writing by Buyer; provided that such requested cooperation does not unreasonably interfere with Purchaser (x) in order to consummate the ongoing operations Financing or (y) as necessary to satisfy the conditions set forth in the debt commitment letters received by the Purchaser and dated as of the date hereof (the “Debt Financing Commitment”), including (1) International Financial Reporting Standards adopted by the International Accounting Standards Board (“IFRS”) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company or its Subsidiaries. Such cooperation for the 2012, 2013 and 2014 fiscal years of the Company (2) IFRS unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company reviewed by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries auditors in accordance with PCAOB AU722 for each of its three most recent subsequent fiscal years quarter ended at least 60 days prior to before the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (Date, other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed any quarter-end that is also a SAS 100 review)fiscal year-end, and (x3) of all financial information about the type and form required Group Companies reasonably requested by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, Purchaser to (yX) of the type and form prepare customary pro forma financial statements customarily included in private placements of offering documents for high yield debt securities under Rule 144A of and (Y) assist Purchaser in reconciling the 1933 Actfinancial statements described in the foregoing clauses (1)-(3) to United States generally accepted accounting principles (“GAAP”), or and (z4) as otherwise reasonably required in connection with any Debt Financing or as otherwise financial information that would be necessary in order to assist in receiving receive customary “comfort” (including “negative reassuranceassurance” comfort) from independent accountants of Purchaser and the Company in connection with offering(s) the offering of debt such securities in connection with any Debt Financing; provided that (and the Company’s public filings with Company shall arrange the Securities and Exchange Commission under the 1934 Act, as amended, delivery of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation comfort with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(asuch information); (iib) cause its independent accountants to cooperate cooperating with any the marketing and due diligence efforts of Purchaser and their financing source providing financing to Buyer or any of its Affiliates consistent sources, including by assisting with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable appropriate and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries materials for rating agency presentations, offering documents, prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda, business projections and similar documents required in connection with the Financing and any syndication thereof and assisting in identifying any portion of any information contained in any such offering documents that constitutes material non-public information as to any Group Company; (viic) provide furnishing the Purchaser at least three six (36) Business Days prior to the Acceptance Time all Closing Date with documentation and other information about the Company Group Companies expressly and its Subsidiaries as is specifically required by the Purchaser to comply with applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT U.S.A. Patriot Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates 2001, provided that it has received a precise list of such documentation and other information at least ten nine (109) Business Days prior to the anticipated Acceptance TimeClosing; (viiid) provide executing and delivering certificates, legal opinions and other customary documents relating to the Financing, in each case, with effect from and after the Closing, as may be reasonably requested by Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (e) designating members of senior management of the Group Companies to execute customary authorization letters, and assisting in obtaining comfort letters (including “negative assurance” comfort), and accountants’ consent letters and assisting Purchaser and its counsel with obtaining the customary legal opinions required to be delivered with respect to any offering documents in connection with the Financing and otherwise procuring the assistance of auditors to the extent needed in finalizing and producing customary comfort on the information reasonably contained in any offering memorandum; (f) facilitating the execution and delivery (at Closing) of definitive documents related to the Financing; (g) designating and causing members of senior management of the Group Companies to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing at mutually agreeable times and upon reasonable notice; (h) facilitating the taking of all reasonable corporate actions by the Group Companies, subject to the occurrence of the Closing, necessary to permit the completion of the Financing, including executing and delivering any guarantee and any customary pledge and security documents by the Group Companies, in each case, with effect from and after the Closing as may be reasonably requested by the Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (i) using reasonable best efforts to assist Buyer or any of its Affiliates Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ixj) obtain customary payoff letters and any necessary lien terminations and other instruments using reasonable best efforts to assist in reconciling the financial statements of discharge the Group Companies to GAAP; (k) reasonably cooperating in connection with repayment the pay-off of existing indebtedness of the Company Group Companies and its Subsidiaries reasonably requested the release of related liens and termination of related security interests and the obtaining of customary pay-off and release letters (including by Buyer delivery of timely notices of repayment or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatprepayment); provided, however, that nothing in this Agreement shall require such cooperation to the extent practicable and appropriate, any syndication efforts in connection it would interfere unreasonably with the Debt Financing benefit from business or operations of the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written Group Companies, or formally presented information (other than projections and other forward-looking materials and information of a general economic would violate or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains infringe any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading applicable law in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does respect. The Group Companies shall not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, fees (except to the extent immediately reimbursed by the Purchaser) or provide any security or incur any other liability (except for amounts immediately reimbursed by the Purchaser) in connection with any Debt the debt financing prior to Closing. Neither the obtaining of the Financing, (B) give nor the completion of any indemnities in connection with any debt financing, (C) take any action that, in issuance of securities contemplated by the good faith determination Financing is a condition to the Closing. The Purchaser reaffirms its obligation to consummate the transactions contemplated by this Agreement and the Share Purchase Agreement irrespective and independently of the Company, would unreasonably interfere with the conduct availability of the business Financing or the completion of any such issuance, subject to the satisfaction of the Company and conditions set forth in Article 7 of the Share Purchase Agreement. In no event shall any Financing be permitted which might expose the Group Companies (or its Subsidiaries or create an unreasonable risk of damage or destruction management) to any property criminal liability. Notwithstanding anything to the contrary provided herein or assets in any other agreement among the parties hereto, Purchaser shall be permitted to disclose this Agreement and related documentation to any potential lenders or investors, subject to customary confidentiality undertakings by such potential lenders or investors with respect thereto. Purchaser shall indemnify, defend and hold harmless each of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its Group Companies and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify partners, members, managers, employees, accountants, legal counsel and hold harmless the Company, its Subsidiaries and their respective Representatives, other representatives from and against any and all losses liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with any debt financing the Financing and the performance of their respective obligations under this Section 4.(ii) and any information utilized in connection therewith (therewith, other than material misstatements or omissions in to the extent arising from (x) historical information relating to the Group Companies provided by the Company or any of its Subsidiaries Group Companies in writing specifically for use in such financing)the Financing offering documents or (y) the wilful misconduct of the Group Companies or their respective partners, members, managers, employees, accountants, legal counsel and other representatives.

Financing Cooperation. (a) The From and after the date hereof, the Company shall shall, and shall cause its Subsidiaries subsidiaries to, at Buyer’s sole expenseand shall use its reasonable best efforts to cause its and its subsidiaries’ representatives to, reasonably cooperate with Walgreens and Alliance Boots in connection with the arrangement of any Debt Financing as may be in the following manner (in each case to the extent reasonably requested by Buyer; provided that required in connection with any such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to:Debt Financing): (i) furnish such the report(s) of the auditors with respect to the audited financial statements of the Company and its subsidiaries, and use reasonable best efforts to obtain the consent of such auditors to the use of such report(s) in accordance with normal custom and practice with respect to any such Debt Financing, and use reasonable best efforts to cause such auditors to provide customary comfort letters to the underwriters, initial purchasers or placement agents, as applicable, in connection with any such Debt Financing; (ii) furnish Walgreens and Alliance Boots (and their respective representatives) with additional financial statements, schedules or other financial data and other information relating to the Company and its Subsidiaries subsidiaries and assist Walgreens and Alliance Boots (and their respective representatives) with preparing pro forma financial statements, in each case, as reasonably requested in connection with any such Debt Financing (it being understood that none of Walgreens, Alliance Boots or any of their Affiliates (or any of their respective representatives) shall be permitted to disclose (whether by Buyer including such information in, or reflecting such information on, their financial statements or otherwise) any financial information provided by the Company pursuant to this clause (ii) prior to the Company first publicly disclosing such information in its Representatives ordinary course of business); (iii) reasonably cooperate with the due diligence of the proposed lenders, underwriters, initial purchasers, ratings agencies or placement agents, as may be reasonably necessary or advisable to consummate applicable, and/or Walgreens, Alliance Boots and their respective representatives in connection with any such Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company extent customary and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior reasonable and to the Closing Date extent not unreasonably interfering with the business of the Company (and unaudited financial statements relating in the case of the provision of information, to the extent already existing or that can be prepared without excessive cost or management time), and only as long as any person involved in such due diligence enters into a confidentiality agreement with the Company in customary form and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior substance reasonably acceptable to the Closing Date (Company; provided, however, that none of the Company, its subsidiaries or their respective representatives shall be required to deliver any opinions, 10b-5 statements or officer’s certificates in connection with respect any such due diligence efforts; provided, further that none of the Company, its subsidiaries or their respective representatives shall be required to which independent auditors shall have performed a SAS 100 review), provide any cooperation or information to the extent that (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securitiessuch information is competitively sensitive, (y) providing such cooperation or information (A) would reasonably be expected to jeopardize attorney-client privilege or loss of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Actattorney work product protection, (B) would violate a confidentiality obligation to any person or (zC) as otherwise reasonably required in connection would violate any applicable law; provided, that with any Debt Financing or as otherwise necessary in order respect to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), clauses (x) and (y); provided, furtherthe Company uses reasonable efforts, that and cooperates in good faith with Walgreens and/or Alliance Boots, as applicable, to develop and implement reasonable alternative arrangements to provide Walgreens and Alliance Boots (and their respective representatives) with the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) intended benefits of this Section 7.08(a);3.7; and (iiiv) cause its independent accountants to cooperate with any financing source providing financing to Buyer reasonably assist in the review or any preparation of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” applicable portions (including customary “negative assurances”) and customary consents i.e., to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related extent relating to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation Company) of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates;in connection with such Debt Financing. (ivb) provide Notwithstanding anything in this Section 3.7 to the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingcontrary, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill fulfilling obligations of the Company or any of its Subsidiaries or any of their respective productspursuant to this Section 3.7, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives subsidiaries shall be required to (A) pay any commitment or other feesfee, in each case, provide any security or incur any other liability or execute or enter into any agreement in connection with any such Debt Financing. Walgreens and Alliance Boots shall promptly, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-reasonable out of pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries subsidiaries in connection with the cooperation of the Company and its subsidiaries contemplated by this Section 3.7. For purposes of this Agreement, “Debt Financing” means any debt financing incurred by Walgreens or Alliance Boots, as applicable, for use purposes of exercising the Warrants and/or acquiring Initial Open Market Shares, Additional Open Market Shares or any New Securities or Replacement Pre-emptive Shares (each as defined in such financingthe Shareholders Agreement), including, for the avoidance of doubt, any refinancings or “take-out” financings with respect thereto. The obligations of the Company and its subsidiaries under this Section 3.7 shall automatically terminate upon the date that the Beneficial Ownership (as defined in the Shareholders Agreement) of the Investors, in the aggregate, of Common Stock is less than five percent (5%).

Financing Cooperation. (a) The Company shall Subject to the limitations set forth in Section 5.1 and shall cause its Subsidiaries toSection 5.2, between the date of this Agreement and the earlier of the Effective Time and the time, if any, at Buyer’s sole expensewhich this Agreement is terminated pursuant to Section 8.1, (i) the Parties shall cooperate in good faith to implement any necessary, appropriate or desirable amendments or other arrangements in connection with each Party's and their respective Subsidiaries' documents governing or relating to Indebtedness as may reasonably cooperate be necessary or advisable to effect the Transactions (any such amendments or other arrangements, "Pre-Merger Financing Transactions"), and (ii) in connection with such cooperation, the Parties agree to use their reasonable best efforts to provide such information to each other as may be necessary or advisable in connection with the arrangement structuring, marketing and execution of any Debt such Pre-Merger Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt FinancingTransactions, including financial statements, financial data, projections, audit reports and other information (wA) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the closing date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w)Pre-Merger Financing Transactions, (x1) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion participating in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions meetings and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi2) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates assisting with the preparation of pro forma any portion of the disclosure, presentations or syndication and marketing materials in relation to such Pre-Merger Financing Transactions that relate to the Transactions (including by providing any financial information and financial statements operational data), and (3) delivering, or procuring the delivery of, customary representation letters, authorization letters and, to the extent required by SEC rules the Pre-Merger Financing Transactions, accountants' comfort and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff agreed-upon procedures letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness accountants' consent letters related to any of the Company foregoing and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financingon or immediately prior to the Effective Time, (C) take any action that, in delivering or procuring the good faith determination delivery of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Pre-Merger Financing that is not contingent on the ClosingDocuments. (b) Buyer shallNeither Hurricane nor Cyclone shall be required by this Section 6.16 to provide the other Party or the Representatives of such other Party with access to or to disclose information (i) that such Party or its Representatives is prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business and not otherwise in breach of this Agreement (provided, promptly upon request by however, that the Companywithholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), reimburse (ii) the Company disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty) or (iii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for all outsuch access or disclosure to the maximum extent that does not result in a loss of any such attorney-of-pocket costs and expenses incurred by the Companyclient, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered attorney work product or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financinglegal privilege).

Financing Cooperation. (a) The Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries toto use its reasonable best efforts, at Buyer’s sole expenseand each of them shall use their reasonable best efforts to cause their respective Representatives to use their reasonable best efforts, to provide customary, reasonable and timely cooperation to the Parent and Merger Sub and their respective Representatives, to the extent reasonably cooperate requested by Parent, in connection with the arrangement offering, arrangement, syndication, marketing, consummation, issuance or sale of any Debt Financing as may be reasonably requested by Buyer; provided (including, for greater certainty, any potential Alternative Financing ) (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries. Such cooperation by Affiliates), including, to the Company and its Subsidiaries shall include, at the reasonable request of Buyerextent so requested, using their respective commercially reasonable best efforts to: (i) as promptly as reasonably practical, furnish Parent, Merger Sub and the Financing Parties (and their respective Representatives, as applicable) with the Required Financing Information and such further information as may be reasonably necessary for the Required Financing Information to remain Compliant and such other customary financial statements and other financial data and other information relating to regarding the Company and its Subsidiaries and requested by Buyer or its Representatives as may reasonably be reasonably requested by, and is necessary for, Parent or advisable Merger Sub to consummate any Debt Financing, including financial statements, financial data, projections, audit reports fulfill the conditions and other information (w) constituting audited financial statements relating obligations applicable to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated it under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a)Commitment Letters; (ii) cause its independent accountants provide reasonable and customary assistance to cooperate Parent, Merger Sub and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) in their preparation of (A) offering documents, offering memoranda, offering circulars, private placement memoranda, registration statements, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents to be used in connection with any portion of the Debt Financing and (B) materials for rating agency presentations, including (but subject to Section 5.21(b)), by providing any financial information and other data required to prepare any pro forma financial statements that are required under applicable securities Laws to be included in, or as may otherwise be reasonably required for and are customarily included in the foregoing financing source providing financing materials; (iii) make senior management of the Company available, at reasonable times and locations and upon reasonable prior notice, to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” participate in meetings (including one-on-one conference or virtual calls with Financing Parties and potential Financing Parties, including prospective investors in any Debt Financing involving the issuance of securities), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication activities, provided, at the Company’s option in consultation with Parent, any such meeting or communication may be conducted virtually by videoconference or other media; (iv) cause the Company’s independent registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Company’s independent registered accounting firm (A) to provide customary comfort letters (including “negative assurances”assurance” comfort) and customary consents in connection with any capital markets transaction comprising a part of the Debt Financing to the applicable Financing Parties, (B) to provide any necessary consent to the inclusion of its audit reports report in respect of any financial statements of the Company included or incorporated in any of the applicable financing materials referred to in Section 5.21(a)(ii), and (C) to participate in a reasonable number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided, at the Company’s option, any such session may be conducted virtually by videoconference or other media, and including by using reasonable best efforts to provide customary representation letters to the extent required by such independent registered accounting firm in connection with the foregoing; (v) provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (vi) assist Parent, Merger Sub and the Financing Parties in obtaining or updating corporate, facility and issue credit ratings; (vii) assist in the negotiation, preparation and (contingent upon the Closing) execution and delivery of any credit agreement, indenture, note, debenture or other debt security, purchase, underwriting or agency agreement, guarantees, security documents, including any required information schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates, and any other definitive and ancillary documentation for the Debt Financing as may be reasonably requested by Parent, in each case as contemplated in connection with the Debt Financing; (iiiviii) provide information related make introductions of Parent to the Company Company’s existing lenders and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda facilitate relevant coordination between Parent and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliatessuch lenders; (ivix) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the due diligence of Financing Parties and their Representatives in connection with the Debt Financing Sources’ documentary due diligenceFinancing, to the extent customary and reasonable; (vi) provide , including the provision of all such information reasonably necessary requested with respect to assist Buyer or any the property and assets of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentationsand by providing to internal and external counsel of Parent, Merger Sub and the Financing Parties, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Debt Financing; provided, that, the Company and its Affiliates shall not be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; (viix) provide deliver, at least three seven (37) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act Closing, to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates in writing at least ten (10) Business Days prior to Closing, all documentation and other information regarding the anticipated Acceptance Time; (viii) provide information Company and its Subsidiaries that any Financing Party reasonably necessary to assist Buyer or any determines is required by domestic and foreign regulatory authorities under applicable “know your customer” and domestic and foreign anti-money laundering rules and regulations, including the USA Patriot Act of its Affiliates with the preparation of pro forma financial information and financial statements 2001, and, to the extent required by SEC rules any Financing Party, a beneficial ownership certificate (substantially similar in form and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, substance to the extent practicable and appropriateform of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided May 2018, by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading Loan Syndications and Trading Association and Securities Industry and Financial Markets Association) in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except Subsidiaries that qualifies as otherwise permitted a “legal entity customer” under the commitment Beneficial Ownership Regulation (31 C.F.R. § 1010.230); (xi) cooperate with and use reasonable best efforts to provide all reasonable assistance to Parent in connection with any steps Parent may determine are necessary or desirable to take to prepay some or all amounts outstanding under the Company’s existing Credit Facility, including (A) preparing and submitting customary notices in respect of any such prepayment; provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company, (B) obtaining from the agent a customary payoff letter in respect of the Company’s existing Credit Facility and (C) cooperate in the discharge and release of Liens securing indebtedness referenced in this clause (xi), including obtaining customary lien termination and other instruments of discharge, in each case in a form reasonably acceptable to Parent; (xii) to the extent requested by Parent, provide guarantees and facilitate the pledging of collateral and granting of security interests in connection with respect to the Debt Financing (which discharges, releases, guarantees and security interests, for the avoidance of doubt, shall not be required to take effect before the Closing): (xiii) as soon as reasonably practical following the receipt of a written request of Parent, as determined by Parent in its sole discretion, (A) commence one or under Section 5.01more consent solicitations to the holders of the Company’s Senior Notes, to waive, amend or remove any applicable change of control provisions, defaults or other covenants that would apply in connection with, or otherwise restrict the ability of the parties to consummate, the Merger or the Debt Financing as contemplated in this Agreement or the Debt Commitment Letters, as applicable (the “Consent Solicitations”), (B) commence one or more offers to purchase the Company’s Senior Notes (the “Debt Offers”), (C) issue a notice of optional redemption to redeem the Company’ Senior Notes pursuant to the terms thereof (the “Debt Redemptions”) or (D) take such other actions as may be permitted or required by the terms of the Company’s Senior Notes to satisfy and discharge, or defease any or all obligations under, the Company’s Senior Notes (the “Debt Discharge” and together with the Consent Solicitations, Debt Offers, and Debt Redemptions, the “Debt Transactions”), in each case on the terms and conditions specified by Parent (and, for greater certainty, Parent may request any combination of Debt Transactions pursuant to this clause (xiii)); provided that neither the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the necessary consent solicitation statement, offer to purchase, related letter of transmittal, supplemental indenture, redemption notice and other related documents in connection therewith; provided, further, that Parent shall consult with the Company regarding the timing of any Debt Transaction in light of the regular financial reporting schedule of the Company and the requirements of applicable Law; and (xiv) consent to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Debt Financing; provided that such trademarks, trade names and logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries or the Company’s or its Subsidiaries’ reputation or goodwill. (b) Notwithstanding the foregoing, none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to Section 5.21 that would: (i) require the Company or its Subsidiaries nor or any of their respective Affiliates or Representatives shall any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (except for the authorization letters contemplated by Section 5.21(a)(v)) in each case, which are not contingent on Closing, (ii) cause any representation, warranty or other provision in this Agreement to be required breached by the Company or any of its Affiliates, (iii) require the Company or any of its Affiliates to (Ax) pay any commitment or other feessimilar fee or (y) incur any other expense, in each caseliability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with the Debt Financing prior to the Closing, or (z) have any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets obligation of the Company or any of its SubsidiariesAffiliates under any agreement, certificate, document or instrument be effective until the Closing, (Div) provide cause any information director, officer, employee or stockholder of the disclosure Company or any of which is prohibited or restricted under applicable Law or subject its Affiliates to legal privilege, or that is confidential or proprietary to the providing Partyincur any personal liability, (Ev) take any action that would conflict with or violate its organizational documents the Organizational Documents of the Company or any applicable Law of its Affiliates or would any Laws, (vi) reasonably be expected to result in a material violation or material breach of, or a default (with or without notice, lapse of time, or both) under, any agreement Contract to which the Company or any of its Subsidiaries Affiliates is a party party, (vii) provide access to or disclose information to the extent that the Company or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Company or any of its Affiliates in respect of such information, or (Fviii) execute require the Company to prepare any agreementfinancial statements or information (other than the Required Financing Information) that are not available to it and prepared in the Ordinary Course of Business consistent with its historic financial reporting practice, certificatewith it being further understood that Parent (and not the Company or any of its Affiliates) shall be responsible for the preparation of any pro forma financial statements for the Debt Financing (including, document for the avoidance of doubt, any Alternative Financing), including the preparation of any pro forma calculations, any post-Closing or instrument pursuant to other pro forma cost savings synergies, capitalization, ownership or other pro forma adjustments that may be included therein. Nothing contained in this Section 7.08(a) 5.21 or otherwise shall require the Company or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to any the Debt Financing that is not contingent on the Closing. (b) Buyer Financing. Parent shall, promptly upon on request by the Company, reimburse the Company and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and them or their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer such cooperation and shall indemnify and hold harmless the Company, Company and its Subsidiaries Affiliates and their respective Representatives, Representatives from and against any and all losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing, any debt financing action taken by them at the request of Parent or its Representatives pursuant to this Section 5.21 and any information utilized used in connection therewith (other than material misstatements or omissions in information provided by or on behalf of the Company expressly for use in connection therewith). (c) The Parties hereto acknowledge and agree that the provisions contained in this Section 5.21 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 5.21 shall not be considered in determining the satisfaction of the condition set forth in Section 6.3(b), unless such breach is the primary cause of Parent being unable to consummate, and obtain the proceeds of, the Debt Financing at or prior to Closing. (d) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries for use Affiliates obtained by Parent or its Representatives pursuant to this Section 5.21 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that Parent shall be permitted to disclose such financing)information to (i) the Financing Parties subject to their confidentiality obligations under the Debt Commitment Letters and the definitive documentation evidencing the Debt Financing and (ii) otherwise to the extent necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the Company.

Financing Cooperation. (a) The Company At the reasonable request of Moon, Comet shall provide, and shall use reasonable best efforts, consistent with the terms of and the obligations of each Party under this Agreement, to cause its Subsidiaries toSubsidiaries, at Buyer’s sole expenseand shall use reasonable best efforts to cause each of its and their respective Representatives, reasonably cooperate including legal and accounting Representatives, to provide all cooperation necessary and/or customary in connection with the arrangement arrangements of any Debt Financing financings such as may be the Financings as is reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere Moon in connection with the ongoing operations Financings. In performing its respective foregoing obligations under this Section 7.21, each of the Company or Moon, Moon’s Subsidiaries, Comet and Comet’s Subsidiaries shall use its Subsidiaries. Such cooperation by the Company reasonable best efforts to, as applicable, (i) provide reasonably required information relating to that Party and its Subsidiaries shall includeto the parties providing the Financings, at (ii) participate in meetings, drafting sessions and due diligence sessions in connection with the Financings, (iii) assist in the preparation of (A) any offering documents for any portion of the Financings, and (B) materials for rating agency presentations, including execution and delivery of customary representation letters in connection with bank information memoranda, (iv) reasonably cooperate with the marketing efforts for any portion of the Financings, (v) execute and deliver (or use reasonable request best efforts to obtain from its advisors), and cause its Subsidiaries to execute and deliver (or obtain from its advisors), customary certificates, accounting comfort letters (including consents of Buyer, using accountants for use of their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information reports in any materials relating to the Company Financings), customary surveys, title insurance or other documents and its Subsidiaries instruments relating to guarantees, the pledge of collateral and requested by Buyer or its Representatives other matters ancillary to the Financings as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to the Financings, (vi) assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants obtaining such consents, waivers, estoppels, approvals, authorizations and instruments that may be reasonably requested in connection with offering(s) of debt securities in connection with the Financing and any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Actcollateral arrangements therefor, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) payoff letters, lien releases, instruments of termination or discharge, appraisals, surveys, landlord consents, waivers and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memorandaaccess agreements, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries such Person as is requested by any Financing Source and required by under applicable “know your customer” and anti-money money-laundering rules and regulations including the USA PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (viii) enter into one or more secured or unsecured credit or other agreements, or related guarantees and other ancillary agreements on terms satisfactory to Moon and that are reasonably necessary in connection with the Financings immediately prior to the Effective Time provided the same are not effective until the Effective Time, (ix) as promptly as practicable, furnish the sources for the Financings with all financial and other information regarding Moon, Comet and their respective Subsidiaries, as applicable, as may be reasonably necessary of a type generally used in connection with a syndicated bank financing as well as a registered public offering or an offering pursuant to Rule 144A of the Securities Act in each case by Moon, (x) take all actions reasonably necessary in connection with the termination at the Closing of all commitments in respect of the Existing Moon Debt and the Existing Comet Debt, as applicable, and any other Debt in each case to the extent reasonably requested contemplated by any financing source providing financing to Buyer or any required in connection with the Financings (collectively, the “Existing Debt”), the repayment in full on the Closing Date of its Affiliates at least ten all obligations in respect of the Existing Debt, and the release of related Liens securing such Existing Debt and guarantees in connection therewith, and (10xi) Business Days prior take all corporate actions, subject to the anticipated Acceptance Time; (viii) provide information occurrence of the Closing, reasonably necessary to assist Buyer permit the consummation of the Financings and the direct borrowing or incurrence of all of the proceeds of the Financings by Moon concurrently with the Effective Time; provided, however, none of Comet or its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 7.21 that would (A) require Comet, its Affiliates or any Persons who are directors or officers of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer Comet or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness pass resolutions or consents to approve or authorize the execution of the Company and its Subsidiaries reasonably requested by Buyer Financings or execute or deliver any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatagreement, certificate, opinion, document or instrument that is effective prior to the extent practicable and appropriateEffective Time, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xiB) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company require Comet or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, similar fee or incur any liability in connection with any Debt Financing, (B) give any indemnities in connection with any debt financingthe Financings prior to the Effective Time, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere conflict with the conduct organizational documents of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company Comet or any of its SubsidiariesAffiliates or any Laws, or (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject reasonably be expected to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any agreement Contract to which the Company Comet or any of its Subsidiaries Affiliates is a party or (F) execute any agreementparty, certificate, document or instrument pursuant to including this Agreement. Notwithstanding anything in this Section 7.08(a) 7.21 to the contrary, neither Comet, on the one hand, nor Moon, on the other hand, nor any of their respective Subsidiaries, shall be required to provide any information which it reasonably believes it may not provide by reason of any applicable Law (including with respect to any Debt Financing that privacy of employees), which constitutes information protected by attorney/client privilege, or which it is not contingent on the Closingrequired to keep confidential by reason of contract or agreement with third parties. (b) Buyer shallNotwithstanding anything in this Agreement to the contrary, promptly upon request in the event that the Combination and/or the other transactions contemplated by this Agreement are not consummated due to circumstances arising out of any failure to obtain the CompanyFinancings, reimburse Moon shall not have any liability to any Comet Party arising out of such failure; provided, however, that the Company for all out-of-pocket costs foregoing shall not relieve Moon of its obligations under Section 7.7 and expenses incurred Section 7.20, including its obligation to use reasonable best efforts to obtain the Financing to the extent required by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a7.20(b). Buyer shall indemnify and hold harmless Each Party acknowledges that no Moon Party would have entered into this Agreement but for the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any agreement of them the Comet Parties set forth in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financingthis Section 7.21(b).

Financing Cooperation. (a) The Company Prior to the Closing, the Seller shall provide, and shall cause its Subsidiaries to, at Buyer’s sole expenseand shall use its commercially reasonable efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably cooperate requested by the Buyer or any financing source providing the Financing in connection with the arrangement of Financing, including, without limitation (i) furnishing the Buyer and its financing sources with readily-available historical financial and other pertinent information used by the Buyer to consummate the Financing or any Debt Financing as may be other financing transaction executed in connection with the transactions contemplated hereby, (ii) delivering to the Title Company the Owner’s Affidavit and all other items reasonably requested by the Buyer or the Title Company in order to facilitate the issuance of customary lender’s policies of title insurance in form and substance satisfactory to the applicable financing source, (iii) taking such actions as are reasonably and customarily undertaken by sellers of real estate to mitigate mortgage recording or similar taxes such as requesting the lender under the Existing Loans to assign over existing mortgages to Buyer; provided that ’s lender, as described in Article XV of this Agreement and (iv) providing such information, documents and certificates reasonably requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and Buyer customary in debt financings of transactions similar to the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained herein, (i) neither the Seller nor any of its Subsidiaries shall includebe required to pay any commitment or other fee in connection with the Financing, at (ii) neither the reasonable request Seller nor any of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries shall be required to incur, and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financingnone of them shall have, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating Closing, any liability or obligation under any loan agreement or any related document or any other agreement or document or contract related to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review)Financing, (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates pre-Closing directors of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company Seller or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, shall not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with adopt resolutions approving the Debt Financing; contracts, agreements, documents and instruments pursuant to which the Financing is obtained, (xiviv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company Seller nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay execute any commitment definitive financing documents, including any credit or other feesagreements, in each casepledge or security documents, or other certificates, legal opinions or documents in connection with any Debt Financing, the Financing and (Bv) give any indemnities in connection with any debt financing, (C) take any action that, in neither the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or Seller nor any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject Subsidiaries shall be required to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents respective Organizational Documents or any applicable Law Laws or that would result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any agreement Contract to which the Company or any of its Subsidiaries such Person is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closingparty. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Prior to the Closing, the Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to cause its and their Representatives to, provide, at Buyer’s sole expensethe expense of Parent, all cooperation reasonably cooperate in connection with requested by Parent necessary and customary for the arrangement of any the Debt Financing as may (including, solely for purposes of this Section 5.13, one or more offerings of “high yield” non-convertible debt securities to be reasonably requested issued or incurred in lieu of any bridge facility contemplated by Buyer; provided the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the applicable fee letter) (provided, that such requested cooperation does not neither unreasonably interfere interferes with the ongoing operations of the Company or any of its Subsidiaries. Such cooperation Subsidiaries nor conflicts with guidelines reasonably necessary in response to or related to COVID-19), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, due diligence sessions (including, directing the Company’s auditors to participate in such sessions or in separate due diligence calls) and sessions with rating agencies, in each case, at reasonable times, on a virtual basis and with reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent, and to the extent required by the Debt Financing, if requested by Parent, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, including, in the case of any proposed debt financing that includes an asset-based loan facility, by permitting the evaluation or appraisal of assets and the taking of all actions reasonably requested by Parent necessary to (A) permit the Lenders or their designees to evaluate the Company’s and its Subsidiaries 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 appraisals contemplated by the Debt Commitment Letter) and (B) establish bank and other accounts and blocked account and control agreements in connection with the foregoing; in each such case, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the Required Financial Information and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in clause (i) of the Required Financial Information; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing), offering documents, private placement memoranda and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries shall includethat do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing, at (vii) providing drafts of the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements Payoff Letter and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives notices as may be reasonably required pursuant to Section 5.20 and giving (by the date required under the agreements governing such indebtedness) any necessary or advisable notices (including conditional notices of prepayment and redemption), to consummate any Debt Financingallow for the prepayment, including financial statementsredemption, financial datapayoff, projectionssatisfaction, audit reports discharge and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended termination in full at least 60 days prior to the Closing Date and unaudited financial statements relating of all indebtedness required by this Agreement to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to be repaid on the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review)Date, (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably if requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingParent, as applicableproviding, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time Closing Date, all documentation and other information about relating to the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act to and including, if the extent reasonably requested by any financing source providing financing to Buyer Company or any of its Affiliates Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), to the extent requested by Parent in writing at least ten nine (109) Business Days prior to the anticipated Acceptance Time; Closing Date, (viiiix) directing the Company’s auditors to provide information customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably necessary requested by Parent with respect to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to of the extent required by SEC rules and regulations (including those required to be Company included in any periodic report that Buyer syndication, offering or any of its Affiliates is required other marketing documents relating to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any that consists of its Affiliates to be included debt securities in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness which the consolidated financial statements of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatare included, and, if required, customary consents to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any use of their respective securities; (xiii) cooperate with audit reports on the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security consolidated financial statements of the Company in any syndication, offering or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect other marketing documents relating to the Debt Financing or under Section 5.01; in which the consolidated financial statements of the Company are included, in each case subject to such auditors’ policies and procedures and applicable auditing standards, and (x) during the Marketing Period, updating any Required Financial Information provided that to Parent as may be necessary for such Required Financial Information to remain Compliant. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) pay would require the Company, its Subsidiaries or any commitment Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other feesthan the authorization and representation letters referred to in clause (v)(A) above and the notices of redemption or prepayment referred to in clause (vii) above) or agree to any change or modification of any existing certificate, in each casedocument, in connection with any Debt Financinginstrument or agreement that is effective prior to the Effective Time, (B) give cause any indemnities representation or warranty in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction this Agreement to any property or assets of be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the Debt Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) be effective until the Closing, or redeem, tender, discharge or defease the Senior Secured Notes or the Senior Secured Notes Indenture prior to the Closing, (D) provide cause any information director, officer or employee or stockholder of the disclosure Company or any of which is prohibited or restricted under applicable Law or subject its Subsidiaries to legal privilege, or that is confidential or proprietary to the providing Partyincur any personal liability, (E) take any action that would conflict reasonably be expected to result (with or violate its organizational documents without notice, lapse of time, or any applicable Law or would result both) in a material violation or breach of, or a default under, any agreement Contract to which the Company or any of its Subsidiaries is a party or party, (F) execute provide access to or disclose information that the Company or any agreementof its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, certificate, document (G) prepare any financial statements or information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (H) require the Company or any of its Subsidiaries to enter into any instrument pursuant or agreement (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) that is effective prior to the Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 7.08(a) 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to any the Debt Financing that is not contingent on the Closing. (b) Buyer Financing. Parent shall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable out-of-pocket costs and expenses incurred by the Company, Company or its Subsidiaries and its and or their respective Representatives in connection with their respective obligations pursuant to the cooperation contemplated by this Section 7.08(a). Buyer 5.13 and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (including legal fees and expenses), awards, judgments and amounts paid in settlement suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.13). (b) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their respective RepresentativesRepresentatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, from and against any and all losses suffered for the avoidance of doubt, the Financing) by Parent, Merger Sub or incurred by any of them their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, so long as the Company has a reasonable opportunity to preview such use of logos and such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; (ii) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any debt financing marketing materials related to the Debt Financing); and any information utilized (iii) are displayed and presented in connection therewith (other than material misstatements or omissions in information provided by a manner consistent with the Company or any of its Subsidiaries for use in such financing)Company’s past practices.

Financing Cooperation. (a) The From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.06, and unless otherwise agreed by Parent, the Company shall will, and shall will cause each of its Subsidiaries to, at Buyer’s sole expenseand will use its reasonable efforts to cause its and its Subsidiaries’ Representatives to, use its or their reasonable best efforts to cooperate with Parent as reasonably cooperate requested by Parent in connection with the Parent’s arrangement of any Debt the Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with (which, solely for purposes of this Section 5.06 and the ongoing operations use of the Company term Financing Party in this Section 5.06, shall include any alternative equity or its Subsidiariesdebt financings, all or a portion of which will be used to fund the Cash Consideration). Such cooperation by the Company and its Subsidiaries shall include, at the will include using reasonable request of Buyer, using their respective commercially reasonable best efforts to: (i) furnish such financial statements cooperate with the marketing efforts of Parent for all or any part of the Financing, including making appropriate officers reasonably available, with appropriate advance notice, for participation in lender or investor meetings, due diligence sessions, meetings with ratings agencies and other financial data road shows, and other reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, lender and investor presentations and similar documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a)efforts; (ii) cause its independent accountants to cooperate furnish Parent and the Financing Parties with the Required Financial Information and any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide other information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is reasonably requested by Parent or any Financing Party and is customarily (A) required for the marketing, arrangement and syndication of financings similar to the Financing or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the Financing; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or in connection with a customary offering of securities, including the type described in the Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the marketing and syndication of the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an offering of securities of the type contemplated by the Financing; (iv) obtain or provide certificates and other customary documents (other than legal opinions) relating to the Financing as reasonably requested by Parent; (v) cooperate in satisfying the conditions precedent set forth in any definitive documentation relating to the Financing to the extent the satisfaction of such condition reasonably requires the cooperation of, or is within the control of, the Company; (vi) furnish all documentation and other information required by a Governmental Entity or any Financing Party under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates Purchaser at least ten (10) 10 Business Days prior to the anticipated Acceptance TimeClosing Date; (vii) assist Parent in obtaining any credit ratings from rating agencies contemplated by the Debt Letters; and (viii) provide information reasonably necessary use reasonable best efforts to assist Buyer or any of its Affiliates with the preparation of pro forma financial information obtain such consents, waivers, estoppels, approvals, authorizations and financial statements to the extent required by SEC rules and regulations (including those required to instruments which may be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts Parent in connection with the Debt Financing benefit from Financing; provided, further, that nothing in this Agreement shall require the Company’s and its Subsidiaries’ existing lending relationships; Company to cause the delivery of (xi1) supplement legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the written or formally presented information (Financing, other than projections and other forwardas allowed by Section 5.06(a)(iii), (2) any audited financial information or any financial information prepared in accordance with Regulation S-looking materials and K or Regulation S-X under the Securities Act of 1933, as amended, or any financial information of in a general economic or industry specific nature) provided form not customarily prepared by the Company with respect to such period or its Subsidiaries (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.06): (i) nothing in this Agreement (including this Section 5.06) shall require any such cooperation to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; that it would (xii1) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of require the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with reimburse any Debt Financing, (B) expenses or otherwise incur any liabilities or give any indemnities in connection with any debt financingprior to the Closing, (C2) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the ongoing business or operations of the Company and or its Subsidiaries Subsidiaries, or create an unreasonable risk of damage or destruction to any property or assets of (3) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute their respective Representatives under any certificate, agreement, certificatearrangement, document or instrument pursuant relating to this Section 7.08(a) the Financing shall be effective until the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with respect to any Debt the Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner that is not contingent on intended, or reasonably likely, to harm or disparage the ClosingCompany or its Subsidiaries or any of their respective subsidiaries or the reputation or goodwill of any of the foregoing. (bc) Buyer shall, Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket costs fees and expenses (including reasonable fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its Subsidiaries and its and or their respective Representatives in connection with their respective obligations pursuant to any cooperation contemplated by this Section 7.08(a). Buyer shall 5.06 and (ii) indemnify and hold harmless the Company, its the Company Subsidiaries and its and their respective Representatives, from and Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), expense (including fees and all losses suffered expenses of counsel and accountants) or settlement payment incurred by any of them as a result of, or in connection with any debt financing with, such cooperation or the Financing and any information utilized used in connection therewith (other than material misstatements those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and settlement payment arising out of or omissions in information provided by resulting from the gross negligence, fraud or willful misconduct of the Company, any of the Company Subsidiaries or any of its Subsidiaries for use in such financing)their respective Representatives as finally determined by a court of competent jurisdiction.

Financing Cooperation. (a) The Company shall use its commercially reasonable efforts to, and shall use commercially reasonable efforts to cause each of its Subsidiaries and its and their respective directors, officers, managers, employees, members and Representatives to, provide to Parent, at BuyerParent’s sole cost and expense, reasonably cooperate in connection with the arrangement of any Debt Financing such customary cooperation as may be reasonably requested by Buyer; Parent to assist Parent in causing the conditions in the Definitive Debt Financing Agreements to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Debt Financing (provided that nothing herein shall require such requested cooperation does not to the extent that it would unreasonably interfere with the ongoing business or operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeCompany), at the reasonable request of Buyer, using their respective commercially reasonable efforts which includes but is not limited to: (i) furnish senior management of the Company participating, on advance notice, in a customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management and Representatives of the Company and its Subsidiaries and the Debt Financing Sources; (ii) reasonably cooperating with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents reasonably required in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; provided, that any such prospective lenders and financing sources shall have agreed to keep such information confidential pursuant to customary confidentiality undertakings with respect to such information (and as to which the Company shall be an express beneficiary); (iii) assisting in the negotiation, execution and delivery of officer’s certificates (including relating to solvency matters of the Company both before and after giving effect to the incurrence of the Debt Financing and the consummation of the transactions contemplated by this Agreement and such Debt Financing), it being understood that such solvency certificate shall not require the applicable officer to address (A) the solvency of any entity other than Parent, any Subsidiary of Parent and/or the Company or (B) transactions other than the transactions contemplated by this Agreement and the Definitive Debt Financing Agreements, credit agreements, indentures, purchase agreements, pledge and security documents, collateral documents and documents facilitating the pledge of collateral for the Debt Financing (including reasonable cooperation in connection with any pay-down or pay-off of the Indebtedness of the Company, including the payment of the Credit Party Closing Payment Amount, and the release of related Liens, as applicable); provided, that such documents shall not take effect until, and shall be conditioned upon the occurrence of, the Closing; (iv) furnishing Parent and the Debt Financing Sources as promptly as reasonably practicable following written request from the Parent with all consolidated financial statements and other financial data and other pertinent information relating related solely to the Company and its Subsidiaries and required or otherwise reasonably requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any the Debt FinancingFinancing Sources, including the financial statementsstatements required by paragraph 4 of Exhibit B of the Debt Commitment Letter; provided, financial datathat the Company shall not be responsible for, the preparation of projections, audit reports risk factors and other information (w) constituting audited financial forward-looking statements relating to all or any component of the Debt Financing and pro-forma financial information, including pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be incorporated into any pro-forma financial information; (v) permitting the prospective lenders or investors involved in the Debt Financing or their representatives to evaluate, examine or audit the Company and its Subsidiaries Subsidiaries, including their respective assets, borrowing base, cash management and accounting systems, policies and procedures relating thereto for each the purpose of its three most recent fiscal years ended at least 60 days prior establishing collateral arrangements; and (vi) using commercially reasonable efforts to cooperate in satisfying the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as conditions precedent set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information commitment letters related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates;Debt Financing. (ivb) provide Notwithstanding anything to the reasonable use by Buyer and its Affiliates of contrary contained in this Agreement (i) nothing in this Agreement (including this Section 6.17) shall require any cooperation to the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing extent that it would (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage A) require the Company or any of its Subsidiaries to pay any commitment or other fees or reimburse any expenses that are not contingent upon and due on or after the reputation Closing, or goodwill incur any liability or give any indemnities that are not contingent upon and due on or after the Closing, (B) unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to take any action that would conflict with or violate 38031572.13 the Company’s or any of its Subsidiaries’ Charter Documents or other organizational documents or any Laws, or (D) result in any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters relating to the Debt Financing; and (ii) any action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company or any of its Subsidiaries or any of their respective productsrepresentatives under any certificate, servicesagreement, offerings arrangement, document or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, instrument relating to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, shall not be effective until following the Closing. (c) The Company shall and shall cause each of its Subsidiaries to deliver to Parent promptly (to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide requested at least three five (35) Business Days days prior to the Acceptance Time Closing Date), with all documentation and other information about the Company and its Subsidiaries as is reasonably required by under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act regulations. (d) The Company hereby consents to the extent reasonably requested by any financing source providing financing to Buyer or any use of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts logos in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of in a general economic or industry specific nature) provided by the Company or its Subsidiaries manner consistent with debt financings similar to the extent Debt Financing, provided, that such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery logos are used in a timely fashion of customary authorization letters manner that is not intended or reasonably likely to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about harm or disparage the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the ClosingIntellectual Property. (be) Buyer shallParent and Merger Sub shall (i) promptly, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses (including attorneys’ fees and accountants’ fees) incurred by the CompanyCompany or any of its Affiliates, its Subsidiaries and its and their respective Representatives officers or representatives in connection with their respective obligations pursuant to the actions and undertakings contemplated by this Section 7.08(a). Buyer shall 6.17, and (ii) indemnify and hold harmless the Company, its Subsidiaries the Company and their respective RepresentativesAffiliates, officers and representatives from and against any and all losses liabilities suffered or incurred by any of them in connection with the arrangement of any debt financing and any information utilized in connection therewith (other than material misstatements Debt Financing or omissions in Alternative Financing. All information provided by or on behalf of Company and its Affiliates, officers and representatives pursuant to this Section 6.17 shall be kept confidential by Parent and its Affiliates in accordance with the Company terms of this Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to the Debt Source Parties, subject to the Debt Source Parties entering into customary confidentiality undertakings with respect to such information. This Section 6.17(e) shall survive the consummation of the Transactions or any earlier termination of its Subsidiaries for use in such financingthis Agreement and is intended to benefit, and may be enforced by, the Persons indemnified pursuant to this Section 6.17(e).

Financing Cooperation. (a) The Prior to the Closing, the Company shall use its reasonable best efforts to cooperate, and shall to cause its Subsidiaries toto cooperate, at Buyer’s sole expense, reasonably cooperate with Parent and Sub in connection with Parent and Sub obtaining the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeFinancing, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: including (i) furnish such furnishing financial statements and other financial data and other pertinent information relating to the Company and its Subsidiaries business (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of the Parent and the Company customary for such financing or any prospectus or offering memorandum or otherwise reasonably necessary for the completion of the Financing by the Financing Sources) to Parent, Sub and the Financing Sources to the extent reasonably requested by Buyer the Parent to assist in preparation of customary offering or its Representatives as may information documents to be reasonably necessary or advisable to consummate any Debt Financingused for the completion of the Financing and in advance of the Marketing Period, including (ii) without limiting the generality of the preceding clause (i), furnishing promptly such financial statements, financial data, projections, audit reports and other pertinent information (w) constituting audited financial statements relating to regarding the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior as may be reasonably requested by Parent to consummate the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review)Financing, (x) including, without limitation, information of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Securities Act for a registered public offering of debt securities, (yexcluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) and of the type and form customarily included in offering documents used in private placements of debt securities under Rule 144A of the 1933 ActSecurities Act and in any event the information regarding the Company and its Subsidiaries required to be delivered pursuant to paragraphs vi and ix of Annex III to the Commitment Letter (the information described in this clause (ii), the “Required Company Financing Information”), (iii) prior to and during the Marketing Period, participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers with respect to, the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, roadshows, due diligence sessions, drafting sessions (zincluding accounting due diligence sessions) as otherwise reasonably and sessions with rating agencies in connection with the Financing, (iv) prior to the Marketing Period, assisting with the preparation of (A) any customary offering documents or memoranda, bank information memoranda, prospectuses and similar documents and (B) materials for rating agency presentations and bank information memoranda and similar documents required in connection with the Financing, (v) cooperating with the marketing efforts for any Debt of the Financing, (vi) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Affiliates to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates, accountants’ comfort letters (and consents of accountants for use of their reports in any materials relating to the Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities and in connection with any Debt filings required to be made by Parent pursuant to the Securities Act or the Exchange Act where the Financial Statements or any of the other Required Company Financing Information is included or incorporated by reference), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by the Parent as necessary and customary in connection with the Financing, (vii) (A) preparing and executing customary perfection certificates required in connection with the Financing, (B) obtaining pay-off letters and lien releases and instruments of discharge required to be delivered under the Commitment Letter and (C) obtaining guarantees, pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing and executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by Parent, consistent with the terms of this Agreement and the Commitment Letter, to obtain and perfect security interests in assets of the Company and its Subsidiaries that are intended to constitute collateral securing the Financing or otherwise facilitating the obtaining of guarantees, pledging of collateral from and after the Closing as may be reasonably requested by Parent; provided provided, that any obligations contained in all such agreements and documents shall be executed and effective no earlier than the Closing, (viii) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the Company’s public filings side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities, (ix) reasonably cooperating with the Securities Financing Sources’ due diligence, providing all documentation and Exchange Commission under other information about the 1934 Act, Company and each of its Subsidiaries as amended, of any such financial statements will satisfy is reasonably requested in writing by Parent which is in connection with the requirements of these items (w), Financing and relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act and (x) and taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing including entering into one or more credit agreements, indentures or other instruments on terms reasonably satisfactory to Parent in connection with the Financing as of or immediately after the Effective Time to the extent direct borrowings or debt incurrence (y)or any guarantees thereof) by the Company is contemplated in the Financing; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided, further, that neither the Company’s sole obligation with respect Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the preparation Effective Time and no personal liability shall be imposed on the officers or employees involved. Neither the Company nor any of its Subsidiaries shall be required to take any pro forma financial information and financial statements for inclusion in action that would subject it to actual or potential liability prior to the Effective Time, to bear any confidential information memorandum, prospectus, offering memorandum cost or expense or to pay any commitment or other marketing and syndication materials shall be as set forth similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate connection with any financing source providing financing to Buyer the Financing or any of the foregoing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Affiliates consistent Subsidiaries in connection with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary this Section 6.12. The Company hereby consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingin connection with the Financing, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (logos and causing senior management on such other customary terms and representatives, with appropriate seniority conditions as the Company shall reasonably impose. For the avoidance of doubt and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, notwithstanding anything to the extent customary contrary above in this Section 6.12, Parent acknowledges and reasonable; (vi) provide information reasonably necessary agrees that the obligations of Parent and Sub to assist Buyer consummate the Merger and the other transactions contemplated by this Agreement are not conditioned upon the availability or any consummation of its Affiliates in its preparation the Financing or receipt of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included proceeds therefrom but, in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatevent, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from without limiting the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such informationobligations under this Agreement, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financing, (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to including this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing6.12. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Article IX), subject to the limitations set forth in this Agreement, each of ▇▇▇▇▇▇, ▇▇▇ and ▇▇▇▇▇▇ shall cooperate, and shall use their reasonable best efforts to cause its their respective Subsidiaries to(and use their reasonable best efforts to cause each of their respective officers, directors, affiliates and agents) to cooperate, with Holdco and with each other, as reasonably requested, to arrange and consummate the ABL Financing and the Exchange Financing. Such cooperation will include: (i) using reasonable best efforts to make officers of appropriate seniority available, with appropriate advance notice and at Buyer’s sole expensetimes and locations reasonably acceptable to the applicable party for participation in bank meetings, reasonably cooperate additional bank calls during normal business hours at times to be mutually agreed, due diligence sessions during normal business hours at times to be mutually agreed, reasonable assistance in connection with the arrangement preparation of any Debt Financing confidential information memoranda and similar customary documents as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations any Financing Source for all or any portion of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt ABL Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate furnishing the Financing Sources with any financing source providing financing to Buyer or any copies of its Affiliates consistent such historical financial data with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents respect to the inclusion NAM Business or ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries, which is prepared by the NAM Business or ▇▇▇▇▇▇ (or their respective Subsidiaries), as applicable, in the ordinary course of audit reports in connection with any Debt Financingbusiness, and other financial data or other pertinent information as may be required to be delivered to satisfy a condition precedent under the Commitment Letter and is customarily required for the arrangement and syndication of debt financings similar to the ABL Financing or is required pursuant to the Commitment Letter; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in assisting with the preparation of one appropriate and customary materials relating to the NAM Business or more confidential ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries, for rating agency presentations and meetings, offering documents, marketing materials, bank information memoranda, prospectuseslender presentations, offering memoranda investor presentations and other marketing and syndication materials similar documents, in each case, reasonably requested by Buyer the Financing Sources in connection with the ABL Financing and, in each case, with respect to information relating to the NAM Business or any of its Affiliates▇▇▇▇▇▇, as applicable, and their respective Subsidiaries; (iv) provide providing at least five days prior to Closing all documentation and other information reasonably requested by the Financing Sources at least ten days prior to Closing under applicable “know your customer,” anti-money laundering rules and regulations and the USA PATRIOT Act of 2001; (v) providing reasonable use by Buyer and its Affiliates customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information relating to the Company’s and its Subsidiaries’ logos for syndication and underwritingNAM Business or ▇▇▇▇▇▇, as applicable, of financing and their respective Subsidiaries, to prospective lenders (subject to advance review of and consultation including with respect to presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions; (vi) assisting with the preparation of any credit agreement, indenture, pledge and security documents (including any intercreditor agreement), perfection certificates, hedging agreements, or other definitive financing documents or other documents related to the ABL Financing and the Exchange Financing; provided, that no obligation of Holdco or its Subsidiaries (including ▇▇▇▇▇▇ and its Subsidiaries) under any such use)document or agreement shall be effective until the Closing; (vii) facilitating the pledging of collateral owned by Holdco or its Subsidiaries; provided, that no pledge shall be effective until the Closing; and (viii) assisting in the preparation of the pro forma financial statements and projections required in connection with the ABL Financing; and (ix) (A) allowing the usual and customary use of the logos of the parties in connection with the ABL Financing (provided that such logos are shall be used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm harm, disparage or disparage the Company or any of its Subsidiaries or otherwise adversely affect the reputation or goodwill of such party) and (B) in connection with the Company Closing, allowing the placement of customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as the Financing Sources may choose, and circulate similar promotional materials in the form of a “tombstone” or otherwise describing aspects of the transactions contemplated hereby and the ABL Financing. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 7.21): (i) nothing in this Agreement (including this Section 7.21) shall require any of its Subsidiaries such cooperation to the extent that it would: (A) require any party or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each casereimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing that will not be paid, in connection with any Debt Financingreimbursed, incurred or given by Holdco following the Closing; (B) give materially interfere with the ongoing business or operations of ▇▇▇▇▇▇, the NAM Business, ▇▇▇▇▇▇ or any indemnities in connection with any debt financingof their respective Subsidiaries, (C) take require any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company party or any of its Subsidiariestheir respective Subsidiaries to enter into any agreement or other document effective prior to the Closing (other than authorization letters, confirmations and undertakings described in Section 7.21(a)(iv) or Section 7.21(a)(v)) or agree to any change or modification of any existing agreement that would be effective prior to the Closing (other than customary authorization letters); (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilegerequire, or that is confidential or proprietary prior to the providing PartyEffective Time, any party or any of their respective Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the ABL Financing; (E) take require any action that would conflict with or violate its organizational documents the Organizational Documents of any party or any applicable Law of its Subsidiaries or any material laws, or orders or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any agreement NAM Material Contract or ▇▇▇▇▇▇ Material Contract, as applicable; (F) cause any director, officer, employee or stockholder of any party or any of their respective Subsidiaries to which incur any personal liability; or (G) provide access to or disclose information that would jeopardize any attorney-client or work product privilege; provided that in such circumstances, the Company party in possession of such information shall provide a reasonable description of such information and shall cooperate in good faith to design and implement alternative disclosure arrangements to enable to evaluate such information, in each case without resulting in any attorney-client privilege or work-product privilege being jeopardized; or (H) require the NAM Business, ▇▇▇▇▇▇ or any of their respective Subsidiaries to prepare separate financial statements for any Subsidiary thereof, or change any fiscal period; and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of any party or their respective Subsidiaries, or any of their respective representatives under any certificate, agreement, arrangement, document or instrument relating to the ABL Financing (other than with respect to customary authorization letters) shall be effective until the Closing. (c) Following the Closing, Holdco shall indemnify and hold harmless ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇ and their respective Subsidiaries (other than with respect to any of the following that result from information furnished by such party or their respective Subsidiaries) against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and third-party accountants) or settlement payment incurred as a result of such cooperation or the ABL Financing and any information used in connection therewith; provided however, that the foregoing indemnification and hold harmless shall not apply to ▇▇▇▇▇▇, ▇▇▇ or ▇▇▇▇▇▇, as applicable, in the case of any item arising from the willful misconduct or gross negligence of such party or any of its Subsidiaries is a party or (F) execute their respective affiliates or representatives. All non-public or other confidential information provided by any agreementparty, certificate, document or instrument and its affiliates and representatives pursuant to this Section 7.08(a) 7.21 shall be subject to customary confidentiality agreements in accordance with respect to any Debt Financing that is not contingent on the ClosingSection 7.06. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The From and after the date of this Agreement, and until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall shall, and shall cause each of its Subsidiaries and their respective officers and directors to, at Buyer’s sole expenseand shall instruct and use reasonable best efforts to cause its and their Representatives (including their auditors and reserve engineers) to, reasonably cooperate in connection use its respective reasonable best efforts to provide all customary cooperation (including providing financial and other information regarding the Company and its Subsidiaries, including (x) proved reserve reports with respect to the arrangement of any Debt Financing as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations Oil and Gas Properties of the Company or and its Subsidiaries. Such cooperation by , (y) information with respect to property descriptions of the Oil and Gas Properties of the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: necessary to execute and record mortgages and (iz) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act regulations, for use in marketing, rating agency and offering documents, and to the extent enable Parent to prepare pro forma financial statements) as reasonably requested by Parent to assist Parent in (i) the arrangement of any bank debt financing source providing financing (including through amendments to Buyer existing bank debt financings) or any capital markets debt or equity financing and (ii) any tender offer or consent solicitation in respect of outstanding senior notes of Parent. (b) The Company shall, and shall cause each of its Affiliates Subsidiaries and their respective officers and directors to, after (and not prior to) the receipt of a written request from Parent to do so, use reasonable best efforts to deliver all notices and take all other actions to facilitate the termination at least ten the Closing of all commitments in respect of each of any credit agreement of the Company, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, the release on the Closing Date of any Encumbrances securing such indebtedness and guarantees in connection therewith, and, with respect to any letters of credit, hedging transactions or bank products arrangements outstanding thereunder, the cash collateralization thereof or the making of any alternate arrangements with respect thereto that are reasonably requested by Parent. The Company shall, and shall cause each of its Subsidiaries and their respective officers and directors to, after (10and not prior to) Business Days prior the receipt of a written request from Parent to do so, use reasonable best efforts to (i) issue one or more notices of optional redemption (and any updates thereto), which notices may be subject to one or more conditions specified by Parent, for some or all of the outstanding aggregate principal amount of Company Notes pursuant to the anticipated Acceptance Time; Company Notes Indenture to effect a redemption of the Company Notes on or after the Closing Date, and (viiiii) provide information reasonably necessary any other reasonable cooperation requested by Parent to assist Buyer facilitate the redemption of some or any all of its Affiliates the Company Notes (and, if elected by Parent, the satisfaction and discharge of the Company Notes and the Company Notes Indenture substantially concurrently with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any the release of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge all guarantees in connection with repayment therewith, effective as of existing indebtedness and conditioned upon the occurrence of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; Closing Date (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with including delivering any legal opinions that may be opinions, notices, requests, order or certificates required to be delivered in connection with the Debt Financing;such discharge). The redemption (or, if applicable, satisfaction and discharge) of the Company Notes and Company Notes Indenture pursuant to this Section 6.18(b) and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” Parent shall deposit, or cause to be deposited, funds with the trustee for the Company Notes sufficient to fund any Discharge requested by Parent no later than the redemption time specified in the applicable redemption notice in accordance with the applicable Company Notes Indenture to the extent such redemption occurs on the Closing Date. (xivc) prevent Notwithstanding anything to the syndicationcontrary in this Section 6.18, incurrence no action shall be required of the Company or issuanceits Subsidiaries pursuant to Section 6.18(a)-(b) , if any such action shall: (i) unreasonably disrupt or interfere with the business or ongoing operations of Company and its Subsidiaries; (ii) cause any representation or warranty or covenant contained in this Agreement to be breached (unless waived by Parent); (iii) involve the entry by the Company or any attempt Subsidiary into any agreement with respect to syndicate, incur or issue, or any announcement or authorization of financing arrangement that is operative prior to the announcement of Closing (it being understood and agreed that such agreements may be effective and binding against the syndication, incurrence or issuance, of any debt facility or any debt security of Company and its Subsidiaries after the Closing); (iv) require Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing Subsidiaries or under Section 5.01; provided that neither the Company nor any of its Subsidiaries nor or their Representatives to provide (or to have provided on its behalf) any of their respective Affiliates certificates or Representatives shall be legal opinions, other than certificates or legal opinions delivered at (or effective as of) the Closing Date, customary representation, authorization and comfort letters, any officer’s certificate required to be delivered in connection with any Parent financing permitted by this Agreement and any officer’s certificate or legal opinion pursuant to the Company Notes Indenture in connection with any Discharge pursuant to Section 6.18(b); (Av) require the Company or any Subsidiary to pay any commitment or other feesfee, in each case, in connection with reimburse any Debt Financing, (B) give expenses or otherwise incur any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary liabilities prior to the providing Party, Closing Date for which it has not received prior reimbursement; (Evi) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which require the Company or any of its Subsidiaries is a party or their respective Representatives to prepare pro forma financial information or projections, which shall be the responsibility of Parent; provided, however, the Company will use its reasonable best efforts to assist with such preparation if requested by Parent; or (Fvii) cause any director, officer, or employee of Company or any of its Subsidiaries to execute any agreementagreement or certificate in his or her individual, certificaterather than official, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closingcapacity. (bd) Buyer shall, promptly Promptly upon request by the Company’s request, reimburse the Company for all reasonable and documented out-of-pocket costs fees and expenses incurred by the Company and its Subsidiaries in connection with assisting in any financing arrangement pursuant to this Section 6.18 shall be paid or reimbursed by Parent, and, in the event the Closing shall not occur, Parent shall indemnify and hold harmless Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses actually suffered or incurred by any of them in connection with the arrangement or consummation of such financing arrangement, except to the extent such losses arise out of or results from the fraud, intentional misrepresentation, intentional breach, bad faith or willful misconduct of the Company, its Subsidiaries or any debt financing and any information utilized in connection therewith (other than material misstatements of its or omissions in their Representatives related to this Section 6.18, or from the information provided by the Company or any of its Subsidiaries for use in such financing)connection with any financing arrangement pursuant to this Section 6.18.

Financing Cooperation. (a) The Company shall, and shall cause the Company Subsidiaries to, and shall cause its Subsidiaries and their Representatives to, at Buyerprovide all cooperation reasonably requested by Parent in connection with any financing arranged by Parent or any of its Subsidiaries for the purpose of financing Parent’s sole expense, reasonably cooperate or its Subsidiaries’ obligations in connection with the arrangement completion of the Mergers or the other transactions contemplated hereby (including, without limitation, the payment of fees and expenses in connection therewith and the repayment of any Debt Financing as may be reasonably requested by Buyer; provided that Indebtedness of Parent, the Company or any of their Subsidiaries in connection therewith). Such cooperation shall include (i) participating in a reasonable number of meetings, presentations and due diligence sessions in connection with such requested cooperation does not unreasonably interfere financing arrangements, (ii) providing reasonable and timely assistance with the ongoing operations preparation of materials for presentations, offering memoranda, prospectuses and similar documents required in connection with such financing arrangements (including relating to the preparation of pro forma financial statements), (iii) as promptly as reasonably practical, furnishing Parent and any of its financing sources with (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three most recently completed fiscal years of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 sixty (60) days prior to the Closing Date Date, in each case, prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited financial consolidated balance sheets and related condensed consolidated statements relating of operations, comprehensive income, changes in equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth each subsequent fiscal quarter) quarter ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 forty (40) days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 reviewother than the fourth fiscal quarter of any fiscal year), in each case, prepared in accordance with GAAP and reviewed by the Company’s independent public accountants, and (xC) of any other information regarding the type Company and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise Company Subsidiaries that Parent may reasonably required request in connection with any Debt Financing the arrangement or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) execution of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Actsuch financing, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its Affiliates; (iv) provide the reasonable use obtain customary authorization letters, comfort letters and accountants’ consent letters as may be requested by Buyer ▇▇▇▇▇▇ and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; requested in writing at least ten (vi10) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating Business Days prior to the Company and its Subsidiaries for rating agency presentations; (vii) provide Closing, delivering at least three (3) Business Days prior to the Acceptance Time Closing all documentation and other information about with respect to the Company and its the Company Subsidiaries as is that are required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act Act. Notwithstanding the foregoing, nothing in this Section 7.15(a) shall require the Company, the Company Subsidiaries and their respective Representatives shall not be required to enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters) that will be effective prior to the Closing or to pay any commitment fee or other amount to any financing source prior to the Closing and nothing in this Section 7.15(a) shall require (x) such cooperation to the extent reasonably requested by any financing source providing financing to Buyer it would disrupt unreasonably the business or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness operations of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such informationSubsidiaries, taken as a whole, not misleading in or require any of them to take any actions that would reasonably be expected to violate its organizational documents or (if such violation of law would be material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters and adverse to the providers interests of the debt financing authorizing Company) applicable Law or contract, (y) the distribution board of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates directors or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security similar governing body of the Company or any Company Subsidiary to adopt resolutions approving any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters to the extent necessary) that will be effective prior to the Closing or (z) the Company or any Company Subsidiary to incur any liability prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent. Parent shall indemnify, defend and hold harmless the Company and its SubsidiariesAffiliates, and its and their respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under this Section 7.15(a) and any information utilized in connection therewith, except as otherwise permitted under in the commitment letter with respect to event such liabilities, obligations or losses arose out of or result from (i) information furnished in writing by or on behalf of the Debt Financing or under Section 5.01; provided that neither Company, the Company nor any of Subsidiaries or its Subsidiaries nor any of or their respective Affiliates or Representatives shall be required to (A) pay any commitment or other fees, in each case, for use in connection with any Debt Financinga transaction of the type described in the first sentence of this Section 7.15(a), (Bii) give any indemnities in connection with any debt financingthe bad faith, (C) take any action that, in the good faith determination of gross negligence or willful misconduct by the Company, would unreasonably interfere with the conduct of the business any of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, or their respective Affiliates or Representatives or (Diii) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or material breach of, or default under, any agreement to which by the Company or any the Company Subsidiaries of its Subsidiaries is a party or their obligations under this Agreement (Fclauses (i) execute any agreementthrough (iii) collectively, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the Closing. (b) Buyer “Indemnity Exceptions”). Parent shall, promptly upon request by the Company, reimburse the Company and the Company Subsidiaries and Representatives for all reasonable, documented and invoiced out-of-pocket costs and expenses actually incurred by the Company or the Company Subsidiaries in connection with any cooperation provided under this Section 7.15(a) (including reasonable, documented out-of-pocket auditor’s and attorneys’ fees and expenses, but excluding the costs of the Company’s preparation of its annual quarterly and financial statements and any other information or data and excluding costs arising out of or resulting from the Indemnity Exceptions). It is understood and agreed that a failure to consummate a financing of the type described in the first sentence of this Section 7.15(a) shall not, in and of itself, constitute a failure by the Company to satisfy its obligations under this Section 7.15(a). (b) The Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to, as soon as reasonably practicable after (and not prior to) the receipt of a written request from Parent to do so, on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the applicable Company Debt Agreement, seek an amendment or amendments to any of the Company Debt Agreements or pursue any approach chosen by Parent to (subject to the occurrence of the Closing) the assumption, defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, guarantee, purchase, unwinding or other treatment of, the Company Debt Agreements and the indebtedness incurred pursuant thereto, (any such transaction, a “Debt Transaction”). The Company shall not be required to take any action in respect of any Debt Transaction until Parent shall have provided the Company with drafts of any necessary documentation required in connection with such Debt Transaction in a form reasonably satisfactory to the Company (collectively, the “Debt Transaction Documents”) at least three (3) Business Days prior to the date of such requested action. The Company shall use reasonable best efforts to, and shall cause the Company Subsidiaries to use reasonable best efforts to, cause its and their respective Representatives to provide cooperation and assistance reasonably requested by Parent in connection with the Debt Transactions (including taking all corporate action reasonably necessary to authorize the execution and delivery of any Debt Transaction Documents to be entered into prior to Closing and delivering all officer’s certificates and legal opinions required to be delivered in connection therewith), provided, that nothing in this Section 7.15(b) shall require the Company to (i) enter into any such Debt Transaction Documents which are effective prior to Closing (other than (A) amendments to the terms of Company Debt Agreements to facilitate the consummation (at or following the Closing) of a Debt Transaction (provided that the Company shall not be required to enter into any such amendment if the terms are more restrictive to the Company than the applicable Company Debt Agreement as in effect prior to such amendment and such more restrictive terms are effective prior to or not conditioned upon the Closing) and any documents or instruments delivered in connection therewith) or (B) notices of prepayment or redemption that are expressly conditioned on the Closing) or (ii) to pay any amendment fee or other amount with respect to such Debt Transaction (except with respect to the Company’s outside counsel fees and any other amount promptly reimbursed by Parent) prior to the Closing. (c) All material non-public or otherwise confidential information regarding the Company obtained by Parent or any of their respective obligations Representatives pursuant to this Section 7.08(a). Buyer 7.15 shall indemnify and hold harmless be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent may (i) share non-public or otherwise confidential information with (x) rating agencies, (y) counterparties to Indebtedness of the Company, its and (z) actual or potential financing sources if (in the case of this clause (z) the recipients of such information agree to customary confidentiality arrangements, including customary “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda). (d) The Company shall, and shall cause the Company Subsidiaries to, deliver all notices and their respective Representativestake all other actions to facilitate the termination at the Partnership Merger Effective Time of all financing commitments and other indebtedness of the Company or the Company Subsidiaries to be paid off, discharged and terminated on the Closing Date as specifically requested by Parent in writing (the “Payoff Indebtedness”), the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, and the release on the Closing Date of any Liens securing such indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and the Company Subsidiaries shall use reasonable best efforts to deliver to Parent (i) at least ten (10) Business Days prior to the Closing Date (or such short period as agreed by Parent), a draft payoff letter with respect to the Payoff Indebtedness to be paid off, discharged and terminated on the Closing Date and (ii) at least one (1) Business Day prior to the Closing Date, an executed payoff letter with respect to the Company’s credit facility (together with the payoff letter contemplated by clause (i), the “Payoff Letters”) and such other indebtedness (including mortgages) of the Company or the Company Subsidiaries to be paid off, discharged and terminated on the Closing Date, in each case in form and substance customary for transactions of this type, from the Persons (or the applicable agent on behalf of the Persons) to whom such indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, (x) include the payoff amount (including customary per diem) and against any (y) provide that Liens (and all losses suffered or incurred by any of them guarantees), if any, granted in connection with any debt financing such Payoff Indebtedness relating to the assets, rights and any information utilized in connection therewith (other than material misstatements or omissions in information provided by properties of the Company and the Company Subsidiaries securing or any relating to such indebtedness, shall, upon the payment of its Subsidiaries for use the amount set forth in such financing)the applicable Payoff Letter at or prior to the Partnership Merger Effective Time, be released and terminated.

Financing Cooperation. (a) The Company Prior to the Completion Date, ▇▇▇▇▇▇ shall provide to ▇▇▇▇▇, and shall cause its Subsidiaries to, at Buyer’s sole expenseand shall use all reasonable endeavours to cause the respective officers, reasonably cooperate in connection with the arrangement employees and advisors and other Representatives, including legal and accounting, of any Debt Financing ▇▇▇▇▇▇ and its Subsidiaries to, provide to ▇▇▇▇▇ and its Subsidiaries such cooperation as may be reasonably requested by Buyer; ▇▇▇▇▇ in connection with the syndication and consummation of the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or ▇▇▇▇▇▇ and its Subsidiaries. Such cooperation by ), including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) assisting with the Company preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required or necessary in connection with the Financing, (iii) furnishing ▇▇▇▇▇ as promptly as reasonably practicable with financial and other pertinent information regarding ▇▇▇▇▇▇ and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable requested by ▇▇▇▇▇ to consummate any Debt the Financing, including all financial statements, statements and financial data, projections, audit reports and other information (w) constituting audited financial statements relating to the Company data in respect of ▇▇▇▇▇▇ and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form that would be required by Regulation S-X and Regulation S-K promulgated under the 1933 Securities Act for a if the Financing were registered public offering of debt securities, (y) of on Form S-1 under the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, provided, that ▇▇▇▇▇ acknowledges that no audits other than those set forth in the Scheme Document, the Joint Proxy Statement or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (wForm S-4 are required), (xiv) providing such documents and (y); provided, further, that the Company’s sole obligation with respect other information relating to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company ▇▇▇▇▇▇ and its Subsidiaries as may be reasonably necessary required to assist Buyer or enable the delivery of any customary negative assurance opinion and customary comfort letters relating to the Financing, (v) using all reasonable endeavours to obtain the consents of its Affiliates ▇▇▇▇▇▇’▇ accountants for use of their reports on the audited financial statements of ▇▇▇▇▇▇ in any materials relating to the preparation of one or more confidential information memorandaFinancing, prospectuses, offering memoranda and other marketing and syndication materials (vi) using reasonable endeavours to obtain ▇▇▇▇▇▇’▇ accountant’s comfort letters reasonably requested by Buyer or any of its Affiliates; ▇▇▇▇▇, (ivvii) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos reasonably cooperating with requests for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; , (viviii) provide information reasonably necessary using reasonable endeavours to assist Buyer or any ensure that the Financing benefits from the existing lender relationships of its Affiliates in its preparation of material relating to the Company ▇▇▇▇▇▇ and its Subsidiaries for rating agency presentations; and (viiix) provide at least three (3) Business Days prior to the Acceptance Time all providing such documentation and other information about the Company ▇▇▇▇▇▇ and its Subsidiaries as is required reasonably requested in writing by ▇▇▇▇▇ reasonably in advance of the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations regulations, including without limitation, the USA PATRIOT Act to the extent reasonably requested by any financing source providing financing to Buyer ACT; provided that none of ▇▇▇▇▇▇ or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those Subsidiaries shall be required to be included in pay any periodic report that Buyer commitment or other fee or incur any of its Affiliates is required to file under the 1934 Act following the Closing) other cost or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts expense in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections fees and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any expenses of its Subsidiariesaccountants and attorneys that are promptly reimbursed by ▇▇▇▇▇ under Clause 7.8(b)); and provided, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided further, that neither the Company (A) none of ▇▇▇▇▇▇ nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required to incur any liability (Aother than the fees and expenses of its accountants and attorneys that are promptly reimbursed by ▇▇▇▇▇ under Clause 7.8(b)) pay any commitment or other fees, in each case, in connection with any Debt Financingthe Financing prior to the Completion Date, (B) give any indemnities in connection with any debt financingthe ▇▇▇▇▇▇ Board and officers of ▇▇▇▇▇▇ prior to the Completion Date and the directors and officers of the Subsidiaries of ▇▇▇▇▇▇ prior to Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, (C) take any action that, in the good faith determination none of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or ▇▇▇▇▇▇ nor any of its Subsidiaries is a party shall be required to execute, prior to the Completion Date, any definitive financing agreements, including any credit or other agreements in connection with the Financing, and (FD) execute except as expressly provided above, none of ▇▇▇▇▇▇ nor any agreement, certificate, document or instrument pursuant of its Subsidiaries shall be required to this Section 7.08(a) with respect take any corporate actions prior to any Debt Financing that is not contingent on the ClosingCompletion Date to permit the consummation of the Financing. (b) Buyer ▇▇▇▇▇ shall, promptly upon request by the Company▇▇▇▇▇▇, reimburse the Company ▇▇▇▇▇▇ for all reasonable documented out-of-pocket costs and expenses incurred by the Company, ▇▇▇▇▇▇ or its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer such cooperation and shall indemnify and hold harmless the Company▇▇▇▇▇▇, its Subsidiaries and their respective Representatives, Representatives (including the ▇▇▇▇▇▇ Board and officers of ▇▇▇▇▇▇ or any of its Subsidiaries prior to the Completion Date) from and against any and all losses liabilities, losses, damages, claims, expenses, interest, judgments and penalties suffered or incurred by any of them in connection with any debt financing and the syndication or consummation of the Financing, any information utilized utilised in connection therewith (other than material misstatements or omissions in information provided by the Company ▇▇▇▇▇▇ or any of its Subsidiaries for use in such financing)accordance with the terms hereof) and any action taken by them at the request of ▇▇▇▇▇ or its Representatives.

Financing Cooperation. (a) The From the date of this Agreement and prior to the Closing, or the earlier termination of this Agreement in accordance with Section 8.1, the Seller shall use its commercially reasonable efforts to cause the Company shall and shall cause its Subsidiaries Representatives to, provide, at the sole cost and expense of Buyer’s sole expense, all customary cooperation reasonably cooperate requested by Buyer in writing in connection with the arrangement and obtaining of any Debt Financing as may be reasonably requested financing for purposes of consummating the transactions contemplated by Buyer; provided this Agreement (the “Financing”) (provided, that such requested cooperation does not not, in the judgment of the Seller, unreasonably interfere with the ongoing operations of the Company Seller or its Subsidiaries. Such cooperation the Group Companies), including by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: (i) furnish such financial statements Upon Buyer’s reasonable request and upon reasonable advance notice, cause appropriate members of senior management of the Company to be available, at reasonable times during normal business hours, to participate in a reasonable and customary number of management and other financial data and other information relating meetings (including customary one-on-one meetings) (or, at the option of the Seller, calls in lieu of meetings), in each case, to the Company extent usual and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statements, financial data, projections, audit reports and other information (w) constituting audited financial statements relating customary for financings of a similar type to the Company Financing and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any Debt the Financing; provided that the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer executing and delivering customary certificates or any of its Affiliates consistent with their customary practice documents as may be reasonably requested by ▇▇▇▇▇, and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports extent required by the Financing, in connection with any Debt Financingeach such case, effective no earlier than the Closing; (iii) provide information related to furnishing Buyer and the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in Financing Sources with the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Buyer or any of its AffiliatesRequired Information; (iv) provide assisting Buyer in the reasonable use by Buyer preparation of customary pro forma consolidated balance sheet and related pro forma consolidated statements of income (it being understood that Buyer, and not the Seller, the Company or its Affiliates Representatives, shall be responsible for the preparation of the pro forma financial statements and any other pro forma information, including any pro forma adjustments and the Company’s assistance shall relate solely to the financial information and its Subsidiaries’ logos for syndication data derived from the Company’s historical books and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such userecords); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary any current Company directors and reasonable;officers continue to hold such offices and positions with the Company from and after the Closing, causing such directors and officers to execute resolutions or consents of the Company that do not become effective until the Closing with respect to entering into the definitive documentation for the Financing and otherwise as necessary to authorize consummation of the Financing; and (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide provide, at least three (3) Business Days prior to the Acceptance Time Closing, all documentation and other information about relating to the Company and its Subsidiaries as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act Act, to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates ▇▇▇▇▇ in writing at least ten (10) Business Days prior to the anticipated Acceptance Time;Closing Date. (viiib) provide information reasonably necessary to assist Buyer or any of its Affiliates with Notwithstanding the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure thatforegoing, to the extent practicable and appropriate, any syndication efforts in connection with the Debt Financing benefit from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither the Company Seller nor any of its Subsidiaries nor any of their respective Affiliates or Representatives Group Company shall be required to take or permit the taking of any action pursuant to this Section 6.22 or otherwise that would (A) require any Group Company or any Persons who are officers or directors of any Group Company to pass resolutions or consents to approve or authorize the execution of the Financing that is effective prior to the Closing or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing, (B) require any Group Company to pay any commitment or other feessimilar fee or incur any other expense, liability or obligation (other than those set forth in each case, this Section 6.22) in connection with any Debt Financing, (B) give any indemnities in connection with any debt financingthe Financing prior to the Closing, (C) take any action that, in the good faith determination judgment of the Seller or the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (D) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law law or the applicable party’s Governing Documents or would reasonably be expected to result in a violation or breach of, or default under, any agreement Contracts to which any Group Company is a party, (D) in the judgment of the Seller or the Company, provide access to or disclose information that the Seller or the Company determines would jeopardize any attorney-client privilege of the Company (provided, that the Company and its Representatives shall use commercially reasonable efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege) Seller or any Group Company, (E) require any Group Company to enter into any instrument or agreement that is effective prior to the Closing or that would be effective if the Closing does not occur, (F) require the Seller, a Group Company or any of its Subsidiaries is their Affiliates or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (G) result in any officer or director of Seller, a party Group Company or any of their Affiliates, Representatives thereof or other personnel, incurring personal liability with respect to any matters relating to the Financing, (H) unreasonably disrupt or interfere with the ongoing business or operations of the Seller or any Group Company, (I) take any action in respect of the Financing to the extent such action would cause any condition to the Closing set forth in Article VII to fail to be satisfied by the Termination Date or (FJ) execute other than with respect to the definition of “Required Information”, deliver any agreementfinancial or other information that is not readily available or prepared in the Ordinary Course by the Group Companies at the time requested by Buyer. Upon the written request of the Seller, certificateBuyer shall provide information (whether in summary written form, document or instrument pursuant to this Section 7.08(ain part or full drafts or final definitive documentation) with respect to any Debt Financing that as is not contingent on reasonably necessary to permit the ClosingSeller and Group Companies to comply with any requested cooperation under this Section 6.22. (bc) Buyer shall, promptly upon request by the Seller or the Company, reimburse reimburse, at any time, on demand, the Seller, the Company, any other Group Company or any of their respective Affiliates or Representatives, as applicable, for all out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Seller, the Company, its Subsidiaries and its and any other Group Company or any of their respective Affiliates or Representatives in connection with their respective obligations pursuant to the cooperation contemplated by this Section 7.08(a). Buyer 6.22 and shall indemnify and hold harmless the Seller, the Company, its Subsidiaries any other Group Company and their respective Representatives, Affiliates and Representatives from and against any and all losses losses, liabilities, claims, costs, expenses and/or damages suffered or incurred by any of them in connection with the Financing, any debt financing action taken by them at the request of or on behalf of Buyer (or the Financing Sources) pursuant to this Section 6.22 and any information utilized used in connection therewith therewith. (other than material misstatements d) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇ acknowledges, affirms and agrees that (i) its obligation to consummate the transactions contemplated under this Agreement on the terms and subject to the conditions set forth herein are not conditioned upon compliance with this Section 6.22 or omissions in information provided by the Company availability or the consummation of the Financing or receipt of proceeds therefrom and (ii) that Section 6.22 sets forth the sole obligations of the Seller and Group Companies with respect to any of its Subsidiaries for use in such financing)Financing.

Financing Cooperation. (a) The Subject to Section 6.12(a), the Company shall and shall cause its Subsidiaries subsidiaries and Representatives to, at BuyerParent’s sole expense, reasonably cooperate in connection with the arrangement of any Debt the Financing (or alternative financing, as the case may be) as may be reasonably requested by Buyer; Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or and its Subsidiariessubsidiaries). Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Buyer, using their respective commercially reasonable efforts toParent: (ia) furnish agreeing to enter into such agreements, and to deliver such officer’s certificates, as are customary in financings of such type (including using reasonable best efforts to deliver a certificate of the chief financial statements and other financial data and other information relating officer of the Company with respect to solvency of the Company and its Subsidiaries subsidiaries on a consolidated basis or any officer’s certificate of a similar nature to the extent required in connection with the Financing) and requested by Buyer or its Representatives as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements as may be reasonably necessary requested, provided that no obligation of the Company under any such agreement, pledge or advisable grant shall be effective until the Effective Time; (b) subject to consummate any Debt FinancingSection 6.5(a) and Section 6.5(b), including furnishing Parent, Acquisition Sub and their financing sources as promptly as practicable with available financial statements, financial data, projections, audit reports and other pertinent available information (w) constituting audited financial statements relating to regarding the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior subsidiaries, including: (I) to the Closing Date and extent required under the Debt Commitment Letter, the unaudited financial statements relating to consolidated balance sheet of the Company and its Subsidiaries for subsidiaries and the related statements of operations and cash flows as of the end of any month or quarterly interim period or periods (other than the fourth fiscal quarter) ended ending after the date execution of this Agreement, and (II) all financial information related to the Company and/or its most recent audited subsidiaries reasonably required by Parent for Parent to produce the financial statements (and corresponding periods of any prior years) and at least 40 days prior required to be delivered pursuant to the Closing Date Financing (with respect to which independent auditors shall have performed a SAS 100 review)including, (x) if required, all financial statements and financial data of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securitiesSecurities Act); (c) making the Company’s senior officers available to (i) assist the lenders specified in the Financing Commitments, (yii) participate in a reasonable number of meetings, presentations, due diligence sessions and sessions with prospective lenders, investors and rating agencies in connection with the type Financing, (iii) assist with the preparation of materials for rating agency presentations, bank information memoranda and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably similar documents required in connection with any Debt the Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfortrequesting any consents of accountants for use of their reports in any materials relating to the Financing) from independent accountants and (iv) otherwise reasonably cooperate in connection with offering(sthe consummation of the Financing, including reasonably cooperating in obtaining, prior to the date which is twenty (20) of debt securities in connection with any Debt Financing; provided that days prior to the Company’s public filings with Merger Closing Date, corporate and facilities ratings to the Securities and Exchange Commission extent required under the 1934 Act, as amended, of Financing Commitments (or any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation of any pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(areplacement thereof); (iid) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any causing the taking of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to corporate actions by the Company and its Subsidiaries subsidiaries reasonably necessary to assist Buyer or any permit the completion of the Financing (including (1) using commercially reasonable efforts to cooperate with Parent’s efforts to obtain non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Parent and its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials Representatives to all Owned Property) as reasonably requested by Buyer or Parent, provided, that, any access by Parent onto the properties of its Affiliates; (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries subsidiaries shall be subject to reasonable security measures and insurance requirements and shall be during reasonable business hours and shall not unreasonably interfere with the operations thereon, (2) requesting customary payoff letters, Lien terminations and instruments of discharge to be delivered at Merger Closing to allow for rating agency presentations; (vii) provide at least three the payoff, discharge and termination in full on the Merger Closing Date of all indebtedness and Liens under the Credit Agreement and (3) Business Days furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Acceptance Time Merger Closing Date, with all documentation and other information about the Company and its Subsidiaries as is required by Governmental Authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act to the extent reasonably requested by any financing source providing financing to Buyer or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time2001, as amended); (viiie) provide information reasonably facilitating the execution and delivery of definitive documents related to the Debt Financing on the terms contemplated by the Debt Commitment Letter; (f) making all necessary to assist Buyer or any of its Affiliates filings with the preparation of pro forma financial information and financial statements United States Copyright Office to register copyright in the Company Products to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing to Buyer or any of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Buyer or any of its Affiliates; (x) cooperate with the providers of the Debt Financing to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the Financing; and (g) using commercially reasonable efforts to ensure that any efforts to syndicate the Debt Financing benefit materially from the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by investment banking relationships Parent shall promptly reimburse the Company or its Subsidiaries to the extent such information contains for any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders out-of-pocket expenses and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered costs reasonably incurred in connection with the Debt Financing; (xiv) prevent the syndication, incurrence Company’s or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted affiliates’ obligations under the commitment letter with respect this Section 6.13. Notwithstanding anything in this Agreement to the Debt Financing or under Section 5.01; provided that contrary, neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives subsidiaries shall be required to (A) pay any commitment or other fees, in each case, similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with any Debt Financing, the Financing (B) give any indemnities in connection with any debt financing, (C) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, (Dalternative financing) provide any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege, or that is confidential or proprietary prior to the providing Party, (E) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(a) with respect to any Debt Financing that is not contingent on the ClosingEffective Time. (b) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by the Company or any of its Subsidiaries for use in such financing).

Financing Cooperation. (a) The Company shall use its reasonable best efforts to, and shall cause its Subsidiaries to, at Buyer’s sole expense, reasonably cooperate and its and their respective Representatives to use their reasonable best efforts to provide customary cooperation in connection with the arrangement of any debt financing to fund the transactions contemplated hereby (the “Debt Financing Financing”) as may be reasonably requested by Buyer; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall includeParent, at the reasonable request of Buyer, using their respective commercially reasonable efforts to: including: (i) furnish such financial statements participating in a reasonable number of meetings, due diligence sessions and other financial data sessions with prospective financing sources, investors and other information relating to ratings agencies, in each case, upon reasonable advance notice, during normal business hours, and at mutually agreed times, (ii) cooperating with Parent’s marketing efforts in connection with the Company and its Subsidiaries and requested by Buyer or its Representatives as may be reasonably necessary or advisable to consummate any Debt Financing, including financial statementsby assisting with the preparation of materials for rating agency presentations, financial data, projections, audit reports bank information memoranda and other information (w) constituting audited financial statements relating to the Company and its Subsidiaries for each of its three most recent fiscal years ended at least 60 days prior to the Closing Date and unaudited financial statements relating to the Company and its Subsidiaries for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements (and corresponding periods of any prior years) and at least 40 days prior to the Closing Date (with respect to which independent auditors shall have performed a SAS 100 review), (x) of the type and form required by Regulation S-X and Regulation S-K promulgated under the 1933 Act for a registered public offering of debt securities, (y) of the type and form customarily included in private placements of debt securities under Rule 144A of the 1933 Act, or (z) as otherwise reasonably similar documents required in connection with any Debt Financing or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative reassurance” comfort) from independent accountants in connection with offering(s) of debt securities in connection with any the Debt Financing; provided that that, Parent is solely responsible for the Company’s public filings with the Securities and Exchange Commission under the 1934 Act, as amended, of any such financial statements will satisfy the requirements of these items (w), (x) and (y); provided, further, that the Company’s sole obligation with respect to the preparation content of any pro forma financial statements, synergies, projections or adjustments contained therein other than the content of historical financial information and financial statements for inclusion in any confidential information memorandumof the Company contained therein, prospectus, offering memorandum or other marketing and syndication materials shall be as set forth in clause (viii) of this Section 7.08(a); (ii) cause its independent accountants to cooperate with any financing source providing financing to Buyer or any of its Affiliates consistent with their customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in connection with any Debt Financing; (iii) provide information related to the Company and its Subsidiaries reasonably necessary to assist Buyer or any of its Affiliates in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials taking corporate actions reasonably requested by Buyer Parent to permit the consummation of the Debt Financing, including executing and delivering any definitive financing documents; provided that no such actions or any of its Affiliates; documents shall be required to be effective prior to the Closing, (iv) provide the reasonable use by Buyer and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwritingfurnishing, as applicable, of financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (v) participate (and causing senior management and representatives, with appropriate seniority and expertise, to participate) in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable, and otherwise cooperate with the Debt Financing Sources’ documentary due diligence, to the extent customary and reasonable; (vi) provide information reasonably necessary to assist Buyer or any of its Affiliates in its preparation of material relating to the Company and its Subsidiaries for rating agency presentations; (vii) provide at least three (3) Business Days prior to the Acceptance Time all Closing, such documentation and other information about the Company and its Subsidiaries as is requested in writing by Parent at least 10 days prior to the Closing to the extent required by under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act to and 31 C.F.R. §1010.230, (v) facilitating the extent reasonably requested by any financing source providing financing to Buyer termination and payoff of the commitments under the indebtedness set forth on Section 6.05 of the Company Disclosure Schedule (the “Payoff Indebtedness”) at Closing upon or any of its Affiliates at least ten (10) Business Days prior to the anticipated Acceptance Time; (viii) provide information reasonably necessary to assist Buyer or any of its Affiliates simultaneously with the preparation funding of pro forma financial information and financial statements to the extent required by SEC rules and regulations (including those required to be included in any periodic report that Buyer or any of its Affiliates is required to file under the 1934 Act following the Closing) or necessary or reasonably and customarily required by any Debt Financing Source providing financing and arranging for delivery to Buyer or any Parent of its Affiliates to be included in any offering documents; (ix) obtain customary payoff letters and any necessary letters, lien terminations and other instruments of discharge in customary form and substance in respect of the Payoff Indebtedness (the “Payoff Letters”) and (vi) furnishing Parent with any pertinent and customary information (including financial information) regarding the Company and its Subsidiaries as may be reasonably requested by Parent in connection with repayment of existing indebtedness the Debt Financing. (b) The Company shall furnish to Parent, as soon as reasonably practicable, (i) the audited consolidated balance sheets of the Company and its Subsidiaries reasonably requested by Buyer or any as at the end of, and related statements of its Affiliates; (x) cooperate with the providers income and cash flows of the Debt Financing Company and its Subsidiaries for, the most recently completed fiscal year ended at least 60 days prior to ensure thatthe Closing Date and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of, and related statements of income and cash flows of the Company and its Subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Company and its Subsidiaries subsequent to the last fiscal year for which financial statements were delivered pursuant to the preceding clause (a) and ended at least 45 days before the Closing Date (in the case of this clause (b), without footnotes), in each case of clauses (i) and (ii), prepared in accordance with GAAP. The Company shall use reasonable best efforts to furnish to Parent promptly after Parent’s written request therefore, to the extent practicable and appropriate, any syndication efforts reasonably required in connection with the Debt Financing benefit from Financing, (i) other Company information of the type required by Regulation S-X or Regulation S-K under the 1933 Act in connection with a registered offering of securities by Parent and other information of the type customarily included in (A) a bank information memorandum of Parent and (B) a registered offering of Parent debt securities by Regulation S-X and Regulation S-K under the 1933 Act (which, for the avoidance of doubt, shall not include Company financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information), and (ii) Company information of the type and form that are customarily included in a private placement of Parent debt securities pursuant to Rule 144A promulgated under the 1933 Act. Solely as required by the terms of the Debt Financing, the Company shall assist Parent in securing the customary cooperation of the independent accountants of the Company and its Subsidiaries. (c) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ existing lending relationships; (xi) supplement the written or formally presented information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the Company or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; (xii) assist the Buyer in the delivery in a timely fashion of customary authorization letters to the providers of the debt financing authorizing the distribution of information to prospective lenders and containing a customary 10b-5 representation and a representation to the providers of the debt financing that, in the case of any public-side version of the information materials provided to such providers, such information does not include material non-public information about the Company, its Affiliates or any of their respective securities; (xiii) cooperate with the Buyer’s legal counsel in connection with any legal opinions that may be required to be delivered logos in connection with the Debt Financing; (xiv) prevent the syndication, incurrence or issuance, or any attempt to syndicate, incur or issue, or any announcement or authorization of the announcement of the syndication, incurrence or issuance, of any debt facility or any debt security of the Company or any of its Subsidiaries, except as otherwise permitted under the commitment letter with respect to the Debt Financing or under Section 5.01; provided that neither such logos are used in a manner that is not intended or likely to harm or disparage the Company nor any Company’s or its Subsidiaries’ reputation or goodwill. (d) Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event shall “reasonable best efforts” of the Company, its Subsidiaries nor any of or their respective Affiliates or Representatives officers, directors, employees, agents, attorneys, accountants and advisors be deemed to construe to require such Persons to and such Persons shall not be required to (A) pay any commitment or other fees, in each case, in connection with any Debt Financingto, (B) give any indemnities in connection with any debt financing, (Ci) take any action that, in to the good faith determination of the Company, extent it would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create an unreasonable risk of damage or destruction to any property or assets operations of the Company or any of its Subsidiaries, (Dii) provide pay any information fee or reimburse any expense in connection with the disclosure Debt Financing unless and until the Closing occurs, (iii) pass resolutions or consents to approve or authorize the Debt Financing or the execution and delivery of which the definitive documentation related thereto or require the board of directors (or any similar governing body) to take any action or cause any of its representatives to waive or amend any terms of this Agreement or to approve the execution or delivery of any document or certificate in connection with the Debt Financing, in each case that is prohibited or restricted under applicable Law or subject to legal privilegenot contingent on, or that is confidential or proprietary to would be effective prior to, the providing Partyoccurrence of the Closing, (Eiv) take any action that would will conflict with or violate its their formation or organizational documents or any applicable Law result in the contravention of, or would reasonably be expected to result in a violation or breach of, or default under, any law or material agreement in any material respect (in each case prior to which the Closing), (v) take any action that could reasonably be expected to result in any officer, director, employee, agent, attorney, accountant or advisor of the Company or any of its Subsidiaries is a party incurring personal liability (as opposed to liability in his or (F) execute any agreement, certificate, document or instrument pursuant to this Section 7.08(aher capacity as an officer of such Person) with respect to any matters related to the Debt Financing, (vi) take any action that could reasonably be expected to cause any condition to Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement that would provide Parent the right to terminate this Agreement (unless, in each case, waived in advance by Parent), (vii) incur any liability under the Debt Financing that is not contingent on prior to the ClosingClosing Date or (viii) cause the delivery of any legal opinions, any authorization letters or any certificate (including as to solvency or beneficial ownership) by the Company or its Subsidiaries (except customary documents in connection with the termination and payoff of the Payoff Indebtedness). (be) Buyer shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and its and their respective Representatives in connection with their respective obligations pursuant to Section 7.08(a). Buyer Parent shall indemnify and hold harmless the Company, its Subsidiaries and or any of their respective Representatives, directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) from and against any and all losses losses, liabilities, costs or expenses suffered or incurred by any of them in connection with any debt financing the arrangement of the Debt Financing and any information utilized cooperation efforts set forth herein, except to the extent such losses, liabilities, costs or expenses arise from breach of this Agreement or result from the gross negligence, bad faith or willful misconduct of the foregoing. Upon the written request of the Company after the earlier of the Closing or the valid termination of this Agreement in connection therewith (other than material misstatements accordance with its terms for any reason, Parent shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs or omissions in information provided expenses incurred by the Company and its Subsidiaries in connection with cooperation provided for in this Section 6.05. (f) Parent and its Representatives shall not allege that the Company, its Subsidiaries, or their respective Representatives is or has not been in compliance with this Section 6.05 for purposes of the condition set forth in Section 9.02(b) unless and until Parent provides written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure, which failure to comply has not been cured within five (5) Business Days from receipt of such written notice. Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 9.02(b), as it applies to the Company’s, its Subsidiaries’ and their Representatives’ obligations under this Section 6.05, shall be deemed satisfied if the Company’s, its Subsidiaries’ or their Representatives’ breach(es), if any, of their respective obligations under this Section 6.05 did not cause the failure of Parent to obtain the Debt Financing. (g) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the Debt Financing or any other debt financing, the availability of its Subsidiaries for use in such any alternate debt financing), the availability of any equity financing or receipt of the proceeds therefrom.