Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) 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 5.05, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, 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 in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) 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 5.05The Company shall, and unless otherwise agreed by Parentshall cause its Subsidiaries to, the Company will use and shall cause its reasonable best efforts to cooperate with Parent and its Affiliates as their Representatives to, provide all cooperation reasonably requested by Parent in connection with Parent’s arrangement financing arrangements (including amendments, supplements, modifications, repayments, refinancings, terminations or prepayments of existing financing arrangements and new financings) as Parent may reasonably determine to be necessary or advisable in connection with the completion of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity Merger or debt capital markets financings the other transactions contemplated by the Debt Letters)hereby or to be consummated in connection therewith. Such cooperation will shall include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation participating in bank a reasonable and mutually agreed number of meetings, presentations or due diligence sessions, meetings sessions upon reasonable advance notice and (ii) providing reasonable and timely assistance with ratings agencies and road shows, reasonable assistance in the preparation of confidential information materials for presentations, offering memoranda, private placement memoranda, prospectuses, presentations prospectuses and similar documents as may be reasonably requested by Parent required in connection with such financing arrangements. Notwithstanding the foregoing or any Financing Partyanything set forth in Section 1.1(b) or Section 5.12(c), in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise shall not be required pursuant to applicable Law Section 1.1(b), this Section 5.12(a) or the rules Section 5.12(c) to (A) enter into any letter, certificate, document, agreement or regulations of any national securities exchange in connection with the Merger or any alternative financing thereforinstrument (other than customary authorization and representation letters and notices), and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may Company Board will not be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as adopt any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, furtherresolutions, that nothing in this Agreement shall require will be effective prior to the Company to cause Closing (or if the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iiiClosing does not occur), (2B) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any provide such cooperation to the extent that it would (1) require disrupt unreasonably the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiariesany of its Subsidiaries or require any of them to take any actions that would reasonably be expected to violate applicable Law, any Contract or their respective Organizational Documents, (3C) require provide information to the extent such information would not be required to be provided pursuant to the first proviso to the first sentence of Section 5.2 (subject to the second proviso to such sentence), (D) 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 the Company or any of its Subsidiaries or (E) would reasonably be expected to cause any representation, warranty or covenant in this Agreement to be breached by the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors its Subsidiaries (unless waived by Parent and Merger Sub) or equivalent bodies) cause any closing condition set forth in Article VI to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation fail to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingsatisfied. (cb) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees any reasonable and documented costs and expenses (including fees legal expenses but excluding costs of the Company’s preparation of financial information and expenses financial statements in connection with its compliance with its periodic reporting obligations under the Exchange Act or otherwise in the ordinary course of counsel and accountantsbusiness) incurred by the Company, any of the Company Subsidiaries, or any of its or their Representatives Subsidiaries in connection with any providing the cooperation contemplated required by this Section 5.05 1.1(b), Section 5.12(a) or Section 5.12(c) and (ii) indemnify and hold harmless the Company, the Company its Subsidiaries and its and their respective Representatives against from any claimlosses, lossdamages, damagefines, injuryamounts paid in settlement (with the consent of Parent, liabilitynot to be unreasonably withheld, judgment, award, penalty, fine, Tax, cost (including cost of investigationdelayed or conditioned), expense costs or expenses arising out of or relating to such cooperation (including fees and other than to the extent such losses, damages, costs or expenses of counsel and accountants) or settlement payment are incurred as a result ofof gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives or any such Person’s material breach of this Agreement, or with respect to any material misstatement or omission in information provided hereunder by any of the foregoing Persons for use in connection herewith or in connection withwith any financing arrangement). (c) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable 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 and to take any other actions requested by Parent, in each case, in connection with any approach chosen by Parent to the defeasance, satisfaction and discharge, constructive satisfaction and discharge, refinancing, repayment, repurchase, redemption, termination, amendment, assumption, guarantee or purchase of, compliance with or any other treatment of, the Company Debt Agreements and the Indebtedness incurred pursuant thereto, in each case, subject to the occurrence of the Closing (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 the necessary documentation required in connection with such Debt Transaction (collectively, the “Debt Transaction Documents”). The Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable 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 (such corporate action, execution and delivery not to be unreasonably withheld, delayed or conditioned)); provided, that the effectiveness of any such Debt Transaction Documents shall be expressly conditioned on the Closing. It is understood and agreed that a failure to effectuate any Debt Transaction in and of itself shall not constitute a failure by the Company to satisfy its obligations under this Section 5.12(c). (d) The Company shall, and shall cause its Subsidiaries to, after (and not prior to) the receipt of a written request from Parent to do so, deliver all notices and use commercially reasonable efforts to take all other actions to facilitate the termination at the Effective Time of all commitments in respect of the Company Credit Facilities and any other Indebtedness of the Company to be paid off, discharged and terminated on the Closing Date, in each case as and to the extent specifically requested by Parent in writing, 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 (it being understood that, to the extent customary for the applicable type of Indebtedness, the recording of any Lien release documentation related thereto may occur immediately following the Closing, provided that the applicable Payoff Letter (as defined below) shall have authorized the Parent or the Financing Company to make such recording). In furtherance and not in limitation of the foregoing, after (and not prior to) the receipt of a timely written request from Parent to do so, the Company and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent (i) at least five (5) Business Days prior to the Closing Date, draft payoff letters with respect to the Company Credit Facilities and any information used other Indebtedness of the Company to be paid off, discharged and terminated on the Closing Date and (ii) at least two (2) Business Days prior to the Closing Date, an executed payoff letter (the “Payoff Letters”) with respect to each of the Company Credit Facilities to be repaid and any other Indebtedness of the Company 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 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, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewithwith the Company Credit Facilities or any other Indebtedness of the Company to be paid off, discharged and terminated on the Closing Date relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such Indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, be released and terminated. (e) All confidential information regarding the Company and its Subsidiaries provided by the Company and its Subsidiaries pursuant to this Section 5.12 shall be kept confidential in accordance with the terms of the Confidentiality Agreement, except that Parent shall be permitted to disclose any such information to any actual or potential sources of or arrangers of, underwriters or purchasers of or agents in respect of any financing arrangements Parent may reasonably determine to be necessary or advisable in connection with the completion of the Merger or the other transactions contemplated hereby or to be consummated in connection therewith or to any other Person with whom Parent enters or may enter into an agreement relating to any such financing transaction, subject to customary confidentiality undertakings by the recipients of such information.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant The Company agrees to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate with provide, and shall cause its Subsidiaries and use reasonable best efforts to cause its Representatives to use reasonable best efforts to provide, in each case at Parent’s sole expense, such customary cooperation as may be reasonably requested in writing by the Parent and its Affiliates as reasonably requested Merger Sub for the arrangement of any debt or equity financing by Parent in connection with Parent’s arrangement or any of its Subsidiaries to finance the Financing Transactions (whichthe “Financing”), solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using reasonable best efforts to: (i) make appropriate officers furnish to Parent and Merger Sub the Business Financial Statements and such other historical financial information regarding the Company and its Subsidiaries as is reasonably availableavailable to the Company at such time, customarily required in connection with the execution of financings of a type similar to the Financing and reasonably requested by ▇▇▇▇▇▇ in writing; (ii) upon reasonable prior notice and at reasonable times and locations to be mutually agreed, cause members of management of the Company with appropriate advance noticeseniority and expertise to participate in a reasonable number of rating agency presentations, for participation in bank meetings, lender presentations and due diligence sessions, meetings in each case in connection with ratings agencies the Financing (including with providers or potential providers of the Financing), in each case which shall be virtual unless otherwise agreed to by the Company; (iii) provide reasonable and road shows, reasonable timely assistance in the preparation of confidential information memorandacustomary lender and investor presentations (including “roadshow” or investor meeting slides), rating agency presentations, prospectus, offering memorandum, private placement memorandamemorandum, prospectuses, presentations bank information memoranda and similar customary documents as may be reasonably requested (including cooperation to incorporate by Parent reference therein information included in the SEC filings of the Company) or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates material for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and provide at least four (v) furnish Parent and the Financing Parties, within five (54) Business Days following written request, such prior to the Closing Date all documentation and other information related to the Company as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. providedUSA Patriot Act of 2001 and Beneficial Ownership Certificates, furtherto the extent required in order to consummate the Financing and requested in writing at least nine (9) Business Days prior to the Closing Date; (v) in the case of any Financing consisting of an offering of debt securities or equity securities, that nothing in this Agreement shall require cause the certified independent auditors of the financial statements of the Company to cause the delivery (A) furnish customary consents for use of (1) legal their audit opinions in any materials related to any debt securities or reliance letters or any certificate equity securities offerings as to solvency or any other certificate necessary for part of the Financing, other (B) provide, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to customary financial information relating to the Company and its Subsidiaries as necessary or customary for financings similar to such Financing and (C) attend a reasonable number of accounting due diligence sessions and drafting sessions, in each case which shall be virtual unless otherwise agreed to by the Company; (vi) cooperate with Parent in Parent’s replacement or backstop, effective no earlier than as provided by Section 5.05(a)(iii)the Closing, of any outstanding letters of credit or similar obligations or items issued for the account of the Company and its Subsidiaries; (vii) assist Parent with its preparation of projections and pro forma financial information (including pro forma financial statements) of the type customarily included in offering documents or marketing materials for financings similar to the Financing, it being agreed that the Company 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 fees and expenses relating to the incurrence of any debt financing, (2B) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Financing or (C) any financial information for any period, including any audited financial information related to Parent or any financial information prepared of its Subsidiaries; (viii) assist Parent in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933preparation and negotiation by Parent of, as amendedand (not prior to the Closing) execution and delivery of, in any case in a form not customarily prepared by the Company definitive agreements with respect to such period, other than the Financing (the “Definitive Financing Agreements”) and the schedules and exhibits thereto as provided may reasonably be requested by Section 5.05(a)(iiParent or Merger Sub; and (ix) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date extent required by the Financing, facilitate the pledging of such requestcollateral (provided, that (A) none of the documents or certificates shall be executed and/or delivered except in connection with, and not earlier than, the Closing and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing). (b) The Company shall, as promptly as reasonably practicable, at Parent’s sole expense (to the extent required under Section 6.24(d)), to the extent necessary or desirable for Parent’s arrangement of the Financing, (i) furnish to Parent and Merger Sub the Business Financial Statements based on the Closing Date and (ii) if requested by Parent or Merger Sub, execute and deliver customary authorization letters (without a “knowledge qualifier”) to the Financing providers authorizing the distribution (subject to customary restrictions relating to distribution of material non-public information to “private side” financing sources) of information regarding the Company to prospective lenders or investors in connection with the Financing (“Financing Authorization Letters”). (c) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): to the contrary, (i) nothing in this Agreement (including this Section 5.056.24(a), Section 6.24(b) or Section 6.24(g) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require the Company or any of its Subsidiaries or Representatives to take or permit the taking of any action to the extent that it could unreasonably disrupt or interfere in any material respect with the business or the operations of the Company or any of its Subsidiaries, taken as whole, (ii) nothing in Section 6.24(a), Section 6.24(b) or Section 6.24(g) shall require the Company or any of its Subsidiaries or Representatives to take or permit the taking of any action to the extent that it could (A) subject any of the Company’s or its Subsidiary’s respective directors, managers, officers or employees to any personal liability or (B) cause any condition to the Closing to not be satisfied, (iii) prior to Closing neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation in connection with the Financing or any of the actions contemplated by Section 6.24(g), (B) deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where such access or disclosure could jeopardize the attorney-client privilege (or other applicable privilege or protection of the Company or any of its Affiliates) or contravene any material Law or material contractual obligation, (D) take any action that would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or (E) require the Company to prepare or deliver any Excluded Information and (iv) none of the Company or any of its Subsidiaries shall be required to execute, deliver or enter into or approve perform any agreement Definitive Financing Agreement or any other documentation effective certificate (except with respect to any instrument expressly contemplated to be so executed prior to the Closing pursuant to Schedule 6.24(g) of the Company Disclosure Letter), document, instrument or agreement (other than the execution of the Financing Authorization Letters) or agree to any change or modification of any existing certificate, document, instrument or agreement or adopt any resolutions or take any other documentation that would actions approving the agreements, documents and instruments pursuant to which the Financing is obtained or the actions contemplated by Section 6.24(g) (except with respect to any instrument expressly contemplated to be effective so executed by the Company prior to Closing pursuant to Schedule 6.24(g) of the Company Disclosure Letter) are taken, including any Definitive Financing Agreement or any supplemental indenture prior to the occurrence of the Closing (provided, that the Company will, to the extent otherwise required hereby, use reasonable best efforts to cause Persons who will continue as officers or (4) directors, as applicable, of the Company and its Subsidiaries after the occurrence of Closing, and who will not be removed or replaced in connection therewith, to pass resolutions and to execute documents in their capacities as such officers or directors, in each case which resolutions and documents are subject to and conditioned upon, and do not become effective until, the occurrence of Closing). Nothing contained in this Section 6.24 or otherwise in this Agreement shall require the CompanyCompany or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to the Financing. The Company hereby consents to the use of logos of the Company and its Subsidiaries in connection with the Financing (or any replacement thereof); provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company and its Subsidiaries. (d) Parent shall indemnify, defend and hold harmless each of the Company and its Subsidiaries and each of their respective Representatives (the “Financing Indemnified Parties”) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing and the performance of their respective obligations under Section 6.24, other than to the extent any of the Company Subsidiaries foregoing arises from (i) the bad faith, gross negligence, fraud, or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, willful misconduct by such Financing Indemnified Party and (ii) no actionfrom any errors, liability omissions, misrepresentation or obligation inaccuracies set forth in any information (including any obligation to pay any commitment including, without limitation, the Company SEC Documents or other fees historical information) provided by or reimburse behalf of any expenses) of the CompanyFinancing Indemnified Parties pursuant to Section 6.24(a), its SubsidiariesSection 6.24(b) or Section 6.24(g). Parent shall, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by of the Company, reimburse the Company for all of its fees reasonable, documented out-of-pocket third-party fees, costs and expenses (including fees and expenses of counsel and accountants) incurred by the Company and its Subsidiaries in connection with the cooperation required by Section 6.24(a), Section 6.24(b) or Section 6.24(g); provided, that the Company and its Subsidiaries, and not Parent or Merger Sub, shall be responsible for (x) fees, costs and expenses incurred in connection with the preparation of the Company SEC Documents and any historical financial statements that are or would be prepared in the ordinary course of business regardless of the Financing, and (y) any amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the Financing. (e) The parties hereto acknowledge and agree that the provisions contained in this Section 6.24 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 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 the 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 6.24 shall not be considered in determining the satisfaction of the condition set forth in Section 7.2(b), unless such breach is a Willful and Material Breach and is the primary cause of Parent being unable to obtain at Closing the proceeds of the Financing required by Parent to satisfy its payment obligations under this Agreement on the Closing Date (including in respect of repayment in full of the Company’s Indebtedness under the Existing Credit Agreement). (f) All non-public or otherwise confidential information regarding the Company Subsidiaries, or any of its Affiliates obtained by Parent or their Representatives in connection with any cooperation contemplated by its representatives pursuant to this Section 5.05 6.24 shall be kept confidential in accordance with the Confidentiality Agreement. (g) The Company shall use reasonable best efforts to, and (ii) indemnify shall cause each of its Subsidiaries to use reasonable best efforts to, and hold harmless the Company, the Company Subsidiaries and shall use reasonable best efforts to cause its and their Representatives against any claimto, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost provide all reasonable and customary cooperation to Parent as may be reasonably requested by Parent in writing to assist (including cost of investigation), expense (including fees and expenses of counsel and accountantsby delivering customary officer’s certificate as necessary) or settlement payment incurred as a result of, or Parent in connection withwith Parent’s or its Subsidiaries’ amendment or supplement, such cooperation no earlier than Closing, to any Existing Senior Notes Indenture under the applicable provisions thereof allowing supplement or amendment thereof without consent of holders of the Financing and any information used in connection therewithsecurities issued thereunder. The Company shall comply with its obligations under Schedule 6.24(g) of the Company Disclosure Letter.

Financing Cooperation. (a1) From Prior to the date hereof until Closing, the Closing Vendor shall (or and shall cause the earlier termination Corporation to), at the sole cost and expense of this Agreement pursuant the Purchaser (subject to Section 8.017.2(2) below), subject use their commercially reasonable efforts to cause the limitations set forth in this Section 5.05applicable officers, Employees and unless otherwise agreed by Parentadvisors, including legal and accounting, of the Company will use its reasonable best efforts Corporation, to cooperate with Parent the Purchaser as necessary in connection with the arrangement of any financing as may be customary and its Affiliates as reasonably requested by Parent in connection the Purchaser (provided that such requested cooperation does not unreasonably interfere with Parent’s arrangement the ongoing operations of the Financing (whichCorporation), solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using their commercially reasonable best efforts to: (ia) make appropriate officers reasonably available, with appropriate advance notice, for participation participate at reasonable times in bank a reasonable number of meetings, presentations and due diligence sessions, meetings with ratings agencies ; (b) assist the Purchaser and road shows, reasonable assistance any financing sources in the preparation of confidential bank information memoranda, private placement memoranda, prospectuses, presentations 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 Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion Purchaser (provided that no obligation of the Financing; Corporation under any agreement or financing document contemplated in this Section 7.2(1) shall be effective until Closing); (iie) furnish Parent and the Financing Parties with copies of such financial data obtain customary authorization letters with respect to the Company bank information memoranda and its Subsidiaries which is prepared by the Company in the ordinary course consents of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar accountants to the Financing committed pursuant use of their reports in any materials relating to a financing; and (f) cooperate reasonably with the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Companyfinancing sources, to the extent required in connection with the marketing customary and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, reasonable and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) not unreasonably interfere interfering with the ongoing business or operations of the Company Corporation; provided, however, that the Vendor and the Corporation shall not be obligated to provide or the Company Subsidiaries, (3) require the Company or be responsible for any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the post-Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Companypro forma statements, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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 Subsidiariesinformation, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating adjustments desired to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and incorporated into any information used in connection therewithwith procurement of the financing unless already required to be provided by the Vendor for the Prospectus. (2) The Purchaser shall promptly reimburse the Vendor for all reasonable and documented out-of-pocket costs incurred by the Corporation or the Vendor in connection with such cooperation (it being understood and agreed, however, that the Purchaser shall not be responsible for any amounts that would have been incurred in connection with 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 (b) Sagicor shall use reasonable commercial efforts to cooperate with Alignvest’s efforts to seek to obtain such financing.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant The Company shall provide to Section 8.01), subject to the limitations set forth in this Section 5.05Parent, and unless otherwise agreed by shall cause the respective officers and employees of the Company, and use its commercially reasonable efforts to cause the Representatives of the Company to provide to Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary or reasonably required in connection with Parent’s arrangement any third party debt financing transaction or underwritten public offering of Parent Common Stock for cash that Parent may pursue prior to the Financing Closing Date, including the following: (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (ia) make appropriate officers furnishing Parent as promptly as reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested practicable upon request by Parent or any Financing Partywith all financial statements, in each case, with respect to financial data and other information relating to regarding the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared type that would be required by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of 1933, as amended, securities of Parent (including for use in Parent’s preparation of pro forma financial statements); and identify any such financial information as suitable for distribution to “public side” lenders; (iiib) request that requesting the Company’s independent accountants participate in drafting sessions to prepare and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on deliver “comfort letters,” dated the date of this Agreement) or each final offering document used in connection with a customary any securities offering of securities, including the type described in the Commitment Letter, consistent by Parent (with their customary practice, including requesting that they provide customary consents and appropriate bring-down comfort letters delivered on the closing date of any such offering), in compliance with professional standards (including providing “negative assurance” comfort)comfort and Statement on Auditing Standards No. 100 review of interim financial statements) and otherwise on terms reasonably acceptable to Parent, including in respect of historical financial statements of as the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as case may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financingbe; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, furtherhowever, that nothing in this Agreement shall require the Company to cause the delivery none of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require the Company or any of the Company its Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would shall be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation required to pay any commitment fee or incur any liability in connection with any such financing, and no personal liability shall be imposed on any officers, directors or other fees or reimburse any expenses) Representatives of the Company, its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) . Parent shall (i) promptly promptly, upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket costs and expenses paid to third parties (including advisor’s fees and expenses (including fees and expenses of counsel and accountantsexpenses) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any the cooperation contemplated by this Section 5.05 provided in connection with the foregoing and (ii) indemnify and hold harmless the Company, the Company its Subsidiaries and its their respective officers, directors and their other Representatives from and against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liabilitycosts, judgmentexpenses, awardinterest, penaltyawards, finejudgments and penalties (collectively, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants“Losses”) suffered or settlement payment incurred as a result of, or by them in connection withwith any such financing transaction or public offering, such cooperation or the Financing and any information used utilized in connection therewith; 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 non-public or otherwise confidential information regarding the Company and Company Subsidiaries obtained by Parent, its Affiliates or their Representatives pursuant to this Section 6.14 shall be kept confidential in accordance with the terms of the Parent Confidentiality Agreement.

Financing Cooperation. (a) 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 5.055.06, and unless otherwise agreed by Parent, the Company will, and will cause each of its Subsidiaries to, and will use its reasonable efforts to cause its and its Subsidiaries’ Representatives to, use its or their reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.055.06 and the use of the term Financing Party in this Section 5.06, shall include any alternative equity or debt capital markets financings contemplated by financings, all or a portion of which will be used to fund the Debt LettersCash Consideration). Such cooperation will include using reasonable best efforts to: (i) make 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 bank lender or investor meetings, due diligence sessions, meetings with ratings agencies and road shows, and 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 in connection with customary such marketing efforts of Parent and its Affiliates for all or any portion of the Financingefforts; (ii) furnish Parent and the Financing Parties with copies of such financial data the Required Financial Information and any other information with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) 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 committed pursuant or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersFinancing; (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), including in respect of historical financial statements of the Company, ) 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 underwritten offering of securities of the type described in contemplated by the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoingFinancing; (iv) furnish obtain or provide certificates and other customary documents (other than legal opinions) relating to legal counsel of Parent and to legal counsel of any the Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; andParent; (v) furnish Parent and cooperate in satisfying the conditions precedent set forth in any definitive documentation relating to the Financing Partiesto the extent the satisfaction of such condition reasonably requires the cooperation of, or is within five the control of, the Company; (5vi) Business Days following written request, such furnish all documentation and other information as required by a Governmental Entity or any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT ActACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), to the extent reasonably requested by Purchaser at least 10 Business Days prior to the anticipated Closing Date; (vii) assist Parent in obtaining any credit ratings from rating agencies contemplated by the Debt Letters; and (viii) use reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be requested by Parent in connection with the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided allowed by Section 5.05(a)(iii5.06(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in or any case financial information in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 forty-five (45) days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.055.06): (i) nothing in this Agreement (including this Section 5.055.06) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company its Subsidiaries, or (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with 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 intended, or reasonably likely, to harm or disparage the Company or its Subsidiaries or any of their respective subsidiaries or the reputation or goodwill of any of the foregoing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 5.06 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewiththerewith other than those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and settlement payment arising out of or resulting from the gross negligence, fraud or willful misconduct of the Company, any of the Company Subsidiaries or any of their respective Representatives as finally determined by a court of competent jurisdiction.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its reasonable best efforts to cooperate with Parent provide, and shall cause each of its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement Subsidiaries and each of the Financing (whichtheir respective officers, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using employees and Representatives to use reasonable best efforts to: (i) make appropriate officers reasonably availableto provide, with appropriate advance noticeto Parent, for participation in bank meetingsGuarantor and Merger Sub, due diligence sessionsat Guarantor’s sole cost and expense, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents all cooperation on a timely basis as may be reasonably requested by Parent or any its Representatives in connection with obtaining the Debt Financing Partyand the arrangement, in each casesyndication and consummation thereof, with respect to information relating to including (i) participating, and causing appropriate advisors of the Company and appropriate members of management of the Company and its Subsidiaries with appropriate seniority and expertise to participate, in a reasonable number of calls, meetings, presentations, due diligence sessions, road shows, and drafting sessions with Representatives of Guarantor, any Debt Financing Sources (or, in connection with customary marketing syndication efforts of Parent for the Debt Financing, Persons who may become Debt Financing Sources), investors and its Affiliates for all or any portion of rating agencies (as the Financing; case may be), at reasonable times and with reasonable advance notice, and in each case which may be virtual; (ii) furnish Parent assisting in the preparation of (A) materials for any rating agency presentations and (B) any syndication documents and materials, including lender and investor presentations, rating and bank books, information memoranda (confidential and public) (collectively, the “Syndication Documentation”), including by providing all documentation and information within the Company’s possession or control for due diligence purposes reasonably requested by ▇▇▇▇▇▇, Guarantor or their respective Representatives in connection with such Debt Financing; (iii) (A) cooperating with advisors, consultants and accountants of Parent, Guarantor and the Debt Financing Parties with copies Sources or potential sources of such financial data Debt Financing (or their designees) with respect to the conduct of any audit, examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company and or any of its Subsidiaries which is prepared by the Company in the ordinary course of business and policies and procedures relating thereto (and providing all relevant information or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is documentation reasonably requested by Parent or any Financing Party and is customarily required in connection therewith), including for the arrangement purpose of establishing collateral eligibility and syndication of financings similar values; (B) assisting Parent and Guarantor to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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) establish or maintain cash management procedures and/or bank accounts in connection with a any Debt Financing; and (C) cooperating with any back stop, “roll over” or termination of any existing letters of credit in connection with any Debt Financing Documents (it being understood and agreed that any prepayment and/or redemption are (and shall be) contingent upon the occurrence of the Closing and no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment or redemption prior to the occurrence of the Closing); (iv) to the extent customary offering and not prohibited by applicable Law, assisting and facilitating the granting of securitiesguaranty, including the type described security interest or pledging of collateral related to such Debt Financing (and any perfection of such security interests or collateral pledges); provided, that any collateral to be pledged or security interest to be granted by Parent, Guarantor or Merger Sub in the Commitment Letter, consistent connection with their customary practice, including requesting such Debt Financing that they provide customary consents and comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of any manner involves the Company, any of its Subsidiaries or any of their respective assets shall not be effective prior to the extent Effective Time; (v) as promptly as reasonably practicable furnishing Parent, Guarantor and their respective Representatives promptly with all documentation and other information required in connection with the marketing and syndication of such Debt 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided; (vi) as promptly as reasonably practicable furnishing Parent, further, that nothing Guarantor and their respective Representatives with the Financing Information; (vii) assisting in this Agreement shall require the Company to cause preparation and facilitating the execution and delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal yearexecution and delivery, 60 days) prior solely to the date extent any such execution would only be effective on or after the Closing Date) of any definitive financing documentation required in connection with the Debt Financing and the schedules and exhibits thereto, in each case, required to be delivered under such definitive financing documentation, including credit agreements (or joinders thereto), pledge and security documents, mortgages, schedules, and other definitive financing documents and deliverables, including providing factual information in connection with any of the foregoing; (viii) providing customary authorization letters authorizing the distribution of information relating to the Company and its Subsidiaries to any Debt Financing Source and containing a customary representation to the Debt Financing Sources as to the presence or absence of material non-public information relating to the Company and its Subsidiaries; (ix) authorizing ▇▇▇▇▇ Fargo Capital Finance, LLC, as administrative and collateral agent under its Existing Credit Facility, to share with the Debt Financing Sources the field exams, appraisals and other information relating to the Company’s assets and operations delivered from time to time pursuant to the Existing Credit Facility and coordinating the actual delivery of such requestfield exams, appraisals and other information to the Debt Financing Sources; (x) assisting Guarantor in procuring public ratings (but no specific ratings) for the component of the Debt Financing consisting of a term loan facility from each of Standard & Poor’s Financial Services LLC (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”), and a public corporate credit rating (but no specific rating) and a public corporate family rating (but no specific rating) in respect of the borrower under such Debt Financing and after giving effect to the Transactions from each of S&P and Moody’s, respectively and (xi) ensuring that any syndication efforts for the Debt Financing benefit materially from the Company’s and its Subsidiaries’ existing lending and investment banking relationships. (b) Notwithstanding anything to the contrary contained Nothing in this Agreement (including this Section 5.05): ‎6.16 will require the Company or its Subsidiaries to (i) nothing in waive or amend any terms of this Agreement (including this Section 5.05) shall require Agreement, pay any such cooperation to the extent that it would (1) require the Company commitment fee or similar fee or agree to pay any commitment other fees or other fees, reimburse any expenses or otherwise incur any liabilities issue or give provide any indemnities prior to the ClosingClosing Date, for which it has not received prior reimbursement or is not otherwise indemnified or entitled to reimbursement by or on behalf of Guarantor; (2ii) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ongoing conduct of the business or operations of the Company in any material respect; (iii) execute any Contract, adopt any resolutions, execute any consents or the Company Subsidiaries, (3) require the Company otherwise take any corporate or any of the Company Subsidiaries similar action to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing (other than customary authorization and representation letters contemplated in connection with any Syndication Documentation) (and, in each case, only by their respective directors, officers, managers or other Persons holding similar positions at the Company or any of its Subsidiaries who are expected to continue to hold such positions following the Closing); (iv) take any action that would result in any employee, officer or director of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing; (v) provide any legal opinion on or prior to the Closing that is not contingent upon the Closing or that must be effective prior to the Effective Time (other than customary representation letters, financial officer certificates and bank authorization letters); (vi) take any action that would conflict with or violate its Organizational Documents or any applicable Law in any material respect or would result in a material violation or breach of, or default under, any material Contract to which the Company or any of its Subsidiaries is a party; or (4vii) require disclose or provide any information the disclosure to the extent it could result in (x) a loss or waiver of any privilege or (y) in the disclosure of any Trade Secrets not otherwise required to be provided under this Agreement or the violation of any confidentiality obligation; provided, however, that the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of ’s Subsidiaries and their respective Representatives under shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any certificateconfidentiality obligation, agreementthe Company or such Subsidiary shall, arrangement, document or instrument relating to the Financing shall be effective until the Closingextent permitted by such confidentiality obligations, notify Guarantor if any such information that Guarantor has specifically identified and requested is being withheld as a result of any such obligation of confidentiality. (c) Parent shall (i) promptly Promptly upon request (but in any event within 30 days thereafter) by the Company, Parent will reimburse the Company for all of its fees any reasonable and documented out-of-pocket costs and expenses (including fees reasonable and expenses of counsel and accountantsdocumented attorneys’ fees) incurred by the Company, any Company in connection with the cooperation of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 ‎6.16; provided that the Company (and not Parent) shall be responsible for any amounts that would otherwise have been incurred in the absence of the transactions contemplated by this Agreement. (d) The Company will be indemnified and held harmless by ▇▇▇▇▇▇ and Guarantor from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing pursuant to this Agreement or the provision of information utilized in connection therewith, in each case, other than as a result of (i) information relating to the Company and its Subsidiaries provided by or on behalf of the Company and its Subsidiaries in connection with the Debt Financing that is determined to be materially false or misleading or omit to state any material fact necessary to make the required information not materially false or misleading or (ii) indemnify fraud, bad faith, gross negligence or willful misconduct by or on behalf of such Person. (e) The Company hereby grants to Guarantor a non-exclusive, non-sublicensable, non-transferable, royalty free, limited license to use the Marks included in the Company Intellectual Property prior to the Closing Date solely in connection with the Debt Financing; provided, that such Marks are used solely in a manner that is not intended to, and hold harmless is not reasonably likely to, harm or disparage the Company or any of its Subsidiaries or their reputation. All uses of such Marks by Guarantor shall be in connection with business operations, products, services and materials of quality equivalent to or higher than those in connection with which the Marks were used prior to the date hereof, and Guarantor shall use the Marks in a manner consistent with the Company’s standards, the Company Subsidiaries quality, style and its and their Representatives against any claimimage, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection withwith the Company’s guidelines as may be provided from time to time in writing to Guarantor. (f) Notwithstanding anything in this Agreement to the contrary, such cooperation or each of Parent, Guarantor and ▇▇▇▇▇▇ Sub acknowledges and agrees that obtaining the Debt Financing is not a condition to the obligations of the parties to consummate the Merger in accordance with the terms and any information used in connection therewithprovisions of this Agreement.

Financing Cooperation. Without limiting the generality of ‎Section 7.02 or ‎Section 7.05, and to assist the Parent in its financing efforts, the Company agrees to reasonably cooperate with the arrangement of the Financing, including by (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant preparing and providing to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates Financing Sources, as promptly as reasonably requested by Parent in connection with practicable after Parent’s arrangement of the Financing (whichwritten request therefor, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers all customary and reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies available financial and road shows, reasonable assistance in the preparation of confidential other information memoranda, private placement memoranda, prospectuses, 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 in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and each of its Subsidiaries which is prepared and the transactions contemplated hereby and by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar Financing, including, to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to be filed on a Form 8-K by Parent, regardless of the timing of such filing, (i) audited consolidated annual financial statements of the Company and (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Securities 1933 Act of 1933, as amended, or reasonably and identify customarily required by the Financing Sources to be included in any such financial information as suitable offering documents for distribution the Financing and (c) using commercially reasonable efforts to “public side” lenders; (iii) request that cause the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and to cooperate with the Financing (including as set forth Sources 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, manner consistent with their customary practice, including requesting that they practice and to participate in customary auditor due diligence calls and provide customary consents and accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of the Company, to the extent required delivered in connection with the marketing and syndication of Financing (including as set forth in the Debt Letters as in effect on the date Company’s public offerings shall be deemed to be customary for purposes of this Agreement‎Section 7.06) or as are customarily required in an underwritten offering and customary consents to the inclusion of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange audit reports in connection with the Merger Financing if historical financial statements or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel other financial information of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or are included in any certificate as to solvency or any other certificate necessary offering documents for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination For purposes of this Agreement pursuant to Section 8.016.10, the term “Financing” shall include any Permanent Financing (as defined in the Financing Letter), subject whether for debt, equity or otherwise. Prior to the limitations set forth in this Section 5.05Closing, Seller shall, and unless otherwise agreed by Parent, the Company will shall use its reasonable best efforts to cooperate with Parent and cause each of its Affiliates as and Representatives to, use reasonable best efforts to provide to Buyer such cooperation reasonably requested by Parent Buyer and reasonably required in connection with Parent’s arrangement of the Financing or the Alternate Financing, including (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by to the Debt Letters). Such cooperation will include using reasonable best efforts to:extent reasonably requested and reasonably required): (i) make appropriate officers reasonably availableparticipating in a customary and reasonable number of meetings, with appropriate advance notice, for participation in bank meetingspresentations, due diligence sessions, meetings drafting sessions, road shows and sessions with ratings agencies and road shows, reasonable assistance in rating agencies; (ii) assisting with the preparation of confidential information memorandamaterials for rating agency presentations, offering documents, private placement memoranda, prospectusesbank information memoranda, presentations 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 Parent Buyer (including in connection with Buyer’s preparation of pro forma financial statements), including unaudited interim financial statements, financial data, projections, audit reports and other information of the type required by Regulation S-X and Regulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt or equity securities contemplated by the Financing, or as otherwise reasonably required in connection with the Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt or equity securities contemplated by the Financing (all such information in clause (iii) and this clause (iv), including the Carve-Out Financials, the “Required Information”); (v) providing information relating to the 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 closing documents, or other certificates or documents with respect to the Financing contemplated by the Financing as may be reasonably requested by Buyer; (vi) furnishing Buyer and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Financing Letter and monthly financial statements for the Business (to the extent prepared in the ordinary course of business); (vii) 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 are bound; and (viii) 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 requested by Buyer; provided that (A) nothing herein shall require such cooperation to the extent it would require Seller or any Financing Partyof its Affiliates to waive or amend any terms of this Agreement, incur any Liabilities, pay any fees, reimburse any expenses, in each case, with respect to information relating the Financing, prior to the Company and its Subsidiaries in connection with customary marketing efforts Closing for which it has not received prior reimbursement by or on behalf of Parent and Buyer, or would cause Seller or any of its Affiliates for all to breach this Agreement or any portion of the Financing; become unable to satisfy a condition to Closing, (iiB) furnish Parent and the Financing Parties with copies of nothing herein shall require such financial data with respect to the Company and cooperation from Seller or its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, Affiliates to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company Seller or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, its Affiliates and (iiC) there shall be no action, liability Liability or obligation (including any obligation to pay any commitment of Seller or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives Affiliates under any certificate, agreement, arrangement, document or instrument relating to the Financing Financing. Notwithstanding anything to the contrary in this Section 6.10, neither Seller nor its Affiliates shall be effective until in breach of the Closingcovenant 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 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 therewith to the fullest extent permitted by applicable Legal Requirement. (c) Parent shall Seller will use its reasonable best efforts to update the Required Information provided to Buyer pursuant to clauses (iiii) promptly upon request by and (iv) of Section 6.10(a) as may be necessary such that the CompanyRequired Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, reimburse in the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any light of the Company Subsidiariescircumstances under which they were made, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewithnot misleading.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentEffective Time, the Company will shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cooperate with Parent cause its and its Affiliates as their Representatives to, provide all customary cooperation and all customary financial and other information, in each case, that is reasonably requested by Parent in connection with Parent’s arrangement any new financing by Parent in connection with the refinancing, replacement or repayment of any Indebtedness (the Financing (which“Financing”), solely for purposes of this Section 5.05, shall include including cooperation with any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, customary due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents process 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 in connection with customary marketing efforts providers of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution Financing and using commercially reasonable efforts to “public side” lenders; (iii) request that cause 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 to provide any 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 “comfort” letters (including customary “negative assurance” comfort)comfort for any applicable Financing) in connection with any such Financing; provided, including that neither the Company nor any of its Subsidiaries shall be required to (i) become an issuer or an obligor with respect to the Financing prior to the Effective Time, (ii) cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any of its Subsidiary to take any action that would reasonably be expected to result in respect such Person incurring any personal liability, (iii) waive or amend any terms of historical financial statements this Agreement or (iv) incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or simultaneously reimbursed and indemnified. The Company hereby consents to the reasonable use of the Company, to the extent required ’s and its Subsidiaries’ logos solely in connection with the marketing and syndication of 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 underwritten offering of securities of the type described Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Debt Letters, Company or as may otherwise be required pursuant to applicable Law its Subsidiaries or the rules reputation or regulations goodwill of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requestits Subsidiaries. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon written request by the Company, reimburse the Company for all of its fees any reasonable and documented out-of-pocket costs and expenses (including fees and expenses of counsel and accountantsreasonable attorneys’ fees) actually incurred by the Company, any of the Company Subsidiaries, any of its or Subsidiaries and their respective Representatives in connection with any the cooperation contemplated by this Section 5.05 5.14, and (ii) indemnify and hold harmless the Company, the Company its Subsidiaries and its and their respective Affiliates and Representatives from and against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liability, judgment, award, penalty, fine, Tax, cost costs and expenses (including cost of investigation), expense (including fees and expenses of counsel and accountantsreasonable attorney’s fees) suffered or settlement payment incurred as a result of, or by them in connection with, such with their cooperation or with the Financing and any pursuant to this Agreement, the provision of information used utilized in connection therewiththerewith (other than written information provided by or on behalf of the Company) and the cooperation contemplated by this Section 5.14, in each case, other than to the extent any such costs, expenses, liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the result of the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives, as determined by a court of competent jurisdiction by final and non-appealable judgment. This indemnification shall survive the termination of this Agreement. (c) ▇▇▇▇▇▇ expressly acknowledges and agrees that Parent’s obligations under this Agreement, including pursuant to Article VI are not conditioned in any manner whatsoever upon Parent obtaining any financing, including the Financing. Parent further acknowledges and agrees that the Company’s, its Subsidiaries’ or their respective Representatives’ compliance or failure of compliance with this Section 5.14 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.2(b) shall have been satisfied.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant Subject to Section 8.017.13(b) and (c), subject prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its reasonable best efforts to cooperate with provide, and shall use its reasonable best efforts to cause its Subsidiaries and their officers, employees, consultants and advisors, including legal and accounting advisors to, provide, at Parent’s sole cost and expense, to Parent and its Affiliates all cooperation as may be reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: Financing, including (i) make appropriate officers reasonably available, with appropriate advance notice, for participation by senior management in bank a reasonable number of meetings, presentations, and due diligence sessionssessions at times and locations mutually agreed and reasonably coordinated in advance thereof, meetings (ii) reasonably assisting with ratings agencies the preparation of materials (to the extent relating to the Company and road showsits Subsidiaries) for rating agency presentations, reasonable assistance information and offering memoranda, lender presentations, and similar marketing documents to be used in connection with the Debt Financing, including customary comfort and authorization letters, and such information and data related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the financial statements and information identified in paragraph 6 of Exhibit C of the Debt Commitment Letter or otherwise required in connection with the Debt Financing, (iii) assisting in the preparation of confidential information memorandadefinitive financing documents, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent or any Financing PartyParent, (iv) facilitating the pledging of collateral for the Debt Financing, (v) obtaining customary payoff letters, lien terminations and instruments of discharge in respect of the payoff, discharge and termination on the Closing Date of all obligations under the Company Credit Agreement, including releases of liens relating thereto, in each casecase as reasonably requested by Parent, (vi) using commercially reasonable efforts to ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (vii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent to the extent reasonably requested by Parent, (viii) as promptly as practicable after reasonable request therefor, furnishing the Financing Sources with respect to reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data required by bank regulatory authorities with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require U.S.A. Patriot Act of 2011 and (ix) cooperating with Parent to satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Parent and within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to cause the delivery occurrence of (1) legal opinions or reliance letters or any certificate as the Closing, reasonably requested by Parent to solvency or any other certificate necessary for permit the consummation of the Debt Financing and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing. Without limiting the generality of the foregoing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect shall ensure that all financial and other projections concerning the Company and its Subsidiaries that are made available to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to Parent after the date of this Agreement are prepared in good faith. The Company consents to the use of its logos in connection with the Debt Financing; provided that such requestlogos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. (b) Notwithstanding anything to the contrary contained in this Agreement to the contrary, (including this Section 5.05): (ix) nothing in this Agreement (including this Section 5.05) neither the Company nor any of its Subsidiaries shall require be required to take or permit the taking of any such cooperation action to the extent that it would (1) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries (2) require the Company or any of its Subsidiaries or any of their respective Affiliates to pay (or agree to pay) any commitment or other fees, or reimburse any expenses prior to the Closing for which it is not promptly reimbursed, or otherwise incur any liabilities other obligations or give any indemnities prior to the Closing that are not contingent on the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or its Subsidiaries, (4) require cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (5) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (6) result in the contravention or breach of, or default under, any Material Contract, (7) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, or (8) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period; or (y) none of the Company, any of the Company its Subsidiaries or any of their respective boards of directors (or equivalent bodies) officers shall be obligated to adopt resolutions or execute consents to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) execution of the Company, its Subsidiaries, Debt Financing; provided that this clause (y) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date by any persons that shall remain or will become officers or directors of the Company or any of their respective Representatives under its Subsidiaries as of the Effective Time; and (z) any certificate, agreement, arrangement, document or instrument relating to documentation executed by the Financing Company of any of its Subsidiaries shall be not become effective until the Closing. (c) Effective Time. Parent shall (i1) promptly upon request by the Company, reimburse the Company for all of its fees reasonable out-of-pocket costs and expenses (including fees and expenses of counsel and accountantsattorney’s fees) incurred by the Company, any of the Company Subsidiaries, or any of its or Subsidiaries and their Representatives respective Representatives, as applicable, in connection with any cooperation the Debt Financing and providing the assistance contemplated by this Section 5.05 7.13 and (ii2) indemnify and hold harmless the Company, the Company and its Subsidiaries and its and their respective Representatives (collectively, the “Financing Indemnitees”) from and against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liabilitycosts, judgment, award, penalty, fine, Tax, cost expenses (including cost of investigationattorney’s fees), expense (including fees awards, judgments and expenses penalties suffered or incurred by any of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the Debt Financing and any information used in connection therewiththerewith or providing the assistance contemplated by this Section 7.13, in each case other than to the extent any of the foregoing arises from the fraud, intentional misrepresentation or willful misconduct of such Financing Indemnitee, as finally determined by a court of competent jurisdiction (the obligations of Parent in this clause (2), the “Financing Cooperation Indemnity”). The Financing Cooperation Indemnity shall survive the consummation of the Merger and any termination of this Agreement. (c) All non-public or otherwise confidential information regarding the Company or any of its Affiliates and Subsidiaries obtained by Parent or its Affiliates or Representatives pursuant to this Section 7.13 shall be kept confidential in accordance with the Confidentiality Agreement.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall, and shall cause its Subsidiaries to, use its reasonable best efforts to cooperate with provide to Parent and its Affiliates as Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary in connection with Parent’s arrangement obtaining financing in connection with the Merger (so long as such cooperation does not unreasonably interfere with the ongoing operations of the Financing Company and its Subsidiaries), including (whicha) furnishing Parent and Merger Sub such financial and other pertinent information regarding the Company as may be reasonably requested by Parent, solely for purposes (b) participating in a reasonable number of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings drafting sessions and sessions with ratings rating agencies and road showsin connection with obtaining financing in connection with the Merger, reasonable assistance (c) assisting Parent in the preparation of confidential customary offering memoranda, bank information memoranda, private placement memorandaauthorization letters, prospectusesconfirmations and undertakings, rating agency presentations and similar lender presentations relating to obtaining financing in connection with the Merger, (d) providing and executing such customary documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect related to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required financing in connection with the marketing and syndication of Financing Merger, (including as e) using reasonable best efforts to satisfy the conditions precedent set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant any definitive documentation relating to applicable Law or the rules or regulations of any national securities exchange financing in connection with the Merger to the extent the satisfaction of such conditions requires the cooperation of or any alternative financing thereforis within the control of the Company, and provide customary management letters in connection (f) using reasonable best efforts to cooperate with the foregoing; financing sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Company and (ivg) furnish using commercially reasonable efforts to obtain accountant’s comfort letters and legal counsel of Parent and to legal counsel of any Financing Party such information as may be opinions reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, customary for such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsfinancings, including without limitation the PATRIOT Actissuing any customary representations letters to KPMG LLP. provided, further, that nothing Anything in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything 5.15 to the contrary contained in this Agreement (including this Section 5.05): notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other feessimilar fee, reimburse (ii) enter into any expenses definitive agreement or otherwise have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the financing in connection with the transactions contemplated by this Agreement, (iii) unless promptly reimbursed by Parent, be required to incur any liabilities other expenses in connection with such financing or give (iv) be required to take any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations action in his/her capacity as a director of the Company or the Company Subsidiaries, (3) require the Company or any of the Company its Subsidiaries with respect to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) such financing. Parent shall (i) promptly promptly, upon request by the Company, reimburse the Company for all of its fees reasonable and expenses documented out-of-pocket costs (including fees and expenses of counsel and accountantsreasonable attorneys’ fees) incurred by the Company, any of the Company Subsidiaries, or any of its Subsidiaries or their respective Representatives in connection with any cooperation contemplated by their respective obligations pursuant to, and in accordance with, this Section 5.05 5.15, and (ii) shall indemnify and hold harmless the Company, the Company its Subsidiaries and its their respective Representatives from and their Representatives against any claimand all damages, losslosses, damagecosts, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost liabilities or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the Financing arrangement of Parent’s financing and any information used in connection therewiththerewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.15.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05Closing, Stockholder shall, and unless otherwise agreed by Parentshall cause each of its Affiliates to, the Company will use its reasonable best efforts to cooperate with cause their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, provide to Parent and its Affiliates as Merger Sub such cooperation reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts toFinancing, including: (i) make appropriate officers reasonably availableparticipating in a customary and reasonable number of meetings, with appropriate advance notice, for participation in bank meetingspresentations, due diligence sessions, meetings drafting sessions, road shows and sessions with ratings rating agencies and road shows, reasonable assistance assisting Parent and Merger Sub in obtaining ratings as contemplated by the Debt Financing; (ii) assisting with the preparation of confidential information memorandamaterials for rating agency presentations, offering documents, private placement memoranda, prospectusesbank information memoranda, presentations prospectuses and similar documents for the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; (iii) as promptly as reasonably practical, furnishing Parent and Merger Sub and their Debt Financing sources with financial and other information regarding the Company and its subsidiaries as may be reasonably requested by Parent (including in connection with Parent’s or Merger Sub’s preparation of pro forma financial statements), including financial statements, financial data, projections, audit reports and other information of the type required by Regulation S-X and Regulation S-K of the Securities Act of 1933 for a registered public offering, and of type and form customarily included in private placements under Rule 144A, to consummate the offering(s) of debt securities contemplated by the Debt Financing, or as otherwise reasonably required in connection with the Debt Financing, or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Financing (all such information in this clause (iii), the “Required Information”); (iv) executing and delivering any credit agreement, customary and reasonable pledge and security documents, indentures, purchase agreements, currency or interest hedging arrangements, other definitive financing documents, officer’s certificates, customary closing documents, or other certificates or documents with respect to the Debt Financing contemplated by the Debt Financing as may be reasonably requested by Parent (including customary consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating the pledging of collateral; (v) furnishing Parent and Merger Sub and their Financing sources as promptly as practicable all financial information required to be delivered pursuant to the Debt Commitment Letter and monthly financial statements for the Company within fifteen (15) days of the end of each month prior to the Closing Date; (vi) executing and delivering, as of the Closing Date, a certificate of the chief financial officer of the Company with respect to solvency matters; (vii) assisting Parent and Merger Sub to obtain waivers, consents, estoppels and approvals from other parties to material leases, Encumbrances and Contracts to which the Company or any subsidiary is a party and arranging discussions among Parent and Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Closing Date; (viii) taking all corporate actions, subject to the occurrence of the Closing Date, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing Party(including any high yield financing), and to permit the proceeds thereof, together with the cash at the Company and its Subsidiaries (not needed for other purposes), to be made available to the Company on the Closing Date to consummate the Transactions); (ix) cooperating with Parent and Merger Sub in their efforts to obtain accountants’ comfort letters, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Debt Financing, as reasonably requested by Parent; and (x) taking all actions reasonably necessary to (x) permit the prospective lenders involved in the Debt Financing to evaluate the Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and (y) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that (A) nothing herein shall require such cooperation to the extent it would require Stockholder or its Affiliates to waive or amend any terms of this Agreement, incur any Liabilities, pay any fees, reimburse any expenses or give any indemnities, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; Debt Financing (ii) furnish Parent and the Financing Parties with copies of such financial data other than with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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 a purchase agreement 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” comforthigh yield financing), including in respect prior to the Closing for which it has not received prior reimbursement by or on behalf of historical financial statements of the CompanyParent or Merger Sub, (B) nothing herein shall require such cooperation from Stockholder or its Affiliates to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company Stockholder or the Company Subsidiariesits Affiliates, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (iiC) no action, liability Liability or obligation (including any obligation to pay any commitment of Stockholder or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives Affiliates under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall be effective until the Closing. Closing (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives other than with respect to a purchase agreement in connection with any cooperation contemplated by this Section 5.05 a high yield financing) and (iiD) indemnify any offering documents, private placement memoranda, bank information memoranda, prospectuses and hold harmless similar documents required in relation to the Company, Debt Financing shall contain disclosure and financial statements reflecting the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewithobligor.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will Entities shall, and shall use its their respective reasonable best efforts to cooperate with Parent and its Affiliates cause their respective Representatives to, provide such reasonable cooperation as reasonably requested by the Parent Entities in connection with Parent’s arrangement the obtaining and arranging of the Debt Financing (whichand the Preferred Equity Financing. Without limiting the generality of the foregoing, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using such reasonable best efforts toin any event shall include: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents taking such actions as may be are reasonably requested by the Parent or any Entities to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing Partyand the Preferred Equity Financing that are within its control, in each case, with respect including authorizing the Definitive Financing Agreements and permitting the proceeds thereof to information relating be made available to the Company Entities, the Company Subsidiaries and its Subsidiaries in connection with customary marketing efforts certain of Parent and its Affiliates for all or any portion of their respective equityholders at the FinancingClosing, as applicable, pursuant to the Restructuring Steps, as applicable; provided that no such corporate action shall become effective until the Effective Time; (ii) furnish Parent participating in a reasonable number of meetings (including meetings with prospective Debt Financing Sources), presentations, road shows, due diligence sessions and the Financing Parties sessions with copies of such financial data rating agencies, at reasonable and mutually agreed times and with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersreasonable advance notice; (iii) to the extent required to satisfy a condition precedent to the initial funding of the Debt Financing, facilitating the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time; (iv) furnishing the Parent Entities and the Debt Financing Sources and the Preferred Equity Financing Sources as promptly as reasonably practicable following the delivery of a request therefor to the Company Entities by the Parent Entities (which notice shall state with specificity the information requested) such financial and other information regarding the Company Entities and the Company Subsidiaries as is customarily required in connection with the execution of financings of a type similar to the Debt Financing or the Preferred Equity Financing, including the Company Financial Information; (v) in each case following the Parent Entities’ reasonable request, assisting the Parent Entities and the Merger Subs in the preparation of (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Debt Financing (it being understood and agreed that the Company’s independent accountants participate Company Entities shall not be responsible for any projections or pro forma financial statements) and (B) materials for rating agency presentations; (vi) providing (A) customary authorization and representation letters to the Debt Financing Sources with respect to marketing materials from a senior officer of the Company Entities (which authorization and representation letters will become effective before the Effective Time) and (B) a certificate of the chief financial officer of the Company in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as form set forth in on Annex I to Exhibit D of the Debt Letters Commitment Letter (as in effect on the date of this Agreementhereof) 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), including in respect of historical financial statements ▇▇▇▇▇ ▇▇ of the CompanyPreferred Equity Commitment Letter (as in effect as of the date hereof) with respect to solvency matters, in each case, to the extent required in connection with the marketing and syndication of Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) Commitment Letter or as are customarily required in an underwritten offering of securities of the type described in the Debt LettersPreferred Equity Commitment Letter, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoingrespectively; (ivvii) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably if requested by such counsel in connection with any legal opinion that such counsel may be required the Parent Entities pursuant to deliver in connection with such Financing; and the Debt Commitment Letter or the Preferred Equity Commitment Letter, providing (vA) furnish Parent and the Financing Parties, within five (5) at least three Business Days following written requestprior to the Closing Date, such all documentation and other information regarding the Company Entities and the Company Subsidiaries as any the Debt Financing Party may Sources or Preferred Equity Financing Sources reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing to the extent requested by the Parent Entities in this Agreement shall require writing at least nine Business Days prior to the anticipated Closing Date and (B) to the extent the Borrower (as defined in the Debt Commitment Letter) or the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Debt Commitment Letter on the date hereof), certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to cause any Debt Financing Source or the Preferred Equity Financing Source that has requested such certification; (viii) assisting reasonably in the preparation, execution and delivery of necessary and customary Definitive Financing Agreements (1including one or more credit agreements, security agreements, mortgages or guarantees and the schedules and exhibits thereto) legal opinions in connection with the Debt Financing or reliance letters the Preferred Equity Financing or any certificate other certificates or documents as to solvency or any other certificate necessary for may reasonably be requested by the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedParent Entities, in any case each case, to be held in a form not customarily prepared escrow pending release by the Company at, and subject to the occurrence of, the Effective Time; (ix) to the extent required in the Debt Commitment Letter, using reasonable best efforts to ensure that the syndication efforts with respect to the Debt Financing benefit materially from the existing lending and investment banking relationships of the Company Entities; and (x) in connection with the Margin Loan Financing, cooperating in requesting from TKO and TKO OpCo an issuer agreement (an “Issuer Agreement”) with the applicable lenders on customary terms to be mutually agreed by TKO, TKO OpCo and such lenders in order to allow a Margin Loan Financing on commercially reasonable terms, it being understood and agreed that (x) such cooperation shall not (A) unreasonably interfere with the ongoing operations of the Company Entities or any of their respective Affiliates or (B) require TKO to make any “additional” filings with the SEC or take any other action that would result in such a filing being required, except, after consultation between the Parent Entities and the Company Entities, the furnishing on Current Reports on Form 8-K by TKO of information included in the documents with respect to such periodDebt Financing to the extent required in order to satisfy TKO’s legal or regulatory disclosure obligations, other than as provided by and (y) the provisions set forth in this Section 5.05(a)(ii7.12(a) or (3) any financial information collectively represent the sole obligation of the Company Entities and their respective Affiliates with respect to a month the Debt Financing or fiscal period that has the Preferred Equity Financing and no other provision of this Agreement (including the exhibits and schedules hereto) or the Debt Commitment Letter or the Preferred Equity Commitment Letter will be deemed to expand such obligations. All non-public or otherwise confidential information regarding the Company Entities or their respective Affiliates obtained by the Parent Entities or the Merger Subs or their respective Representatives pursuant to this Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement, including any joinder or other agreement entered into in connection therewith (which, with respect to the potential Debt Financing Sources who are not yet ended or has ended less than 40 days (or, party to the Debt Commitment Letter but are participating in the case syndication process, shall be satisfied by the confidentiality provisions applicable under customary confidentiality undertakings in the context of a fiscal year, 60 days) prior customary syndication practices for debt financings of the type contemplated by the Debt Commitment Letter (as in effect on the date hereof)). The Company Entities hereby consent to the date use of their respective and the Company Subsidiaries’ logos in connection with the Debt Financing or the Preferred Equity Financing; provided, that such requestlogos are used solely in a manner that is reasonable and customary and that is not reasonably likely to harm or disparage the Company Entities or the Company Subsidiaries in any respect. (b) Notwithstanding anything herein to the contrary contained in this Agreement (including this Section 5.05): contrary, (i) nothing in this Agreement other than as may be contemplated by an Issuer Agreement, no directors or managers of the Company Entities or their respective Affiliates (including this Section 5.05other than any director or manager who is continuing as a director or manager of any of the Company Entities or the Company Subsidiaries following the consummation of the Transactions) shall require be required to pass resolutions or consents to approve or authorize the execution or delivery of the Debt Financing or the Preferred Equity Financing or to execute, deliver or enter into, or perform any such cooperation agreement, certificate, arrangement, document or instrument with respect to the extent that it would Debt Financing (1other than the documents to be delivered pursuant to Sections 7.12(a)(vi) require and 7.14, including definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”)) or the Preferred Equity Financing, (ii) no obligation of the Company Entities, their respective Affiliates or any of their respective Representatives undertaken pursuant to the foregoing shall be effective until Closing (other than the authorization and representation letters to be delivered pursuant to Section 7.12(a)(vi)(A) and the prepayment and termination notices to be delivered pursuant to Section 7.14) and (iii) none of the Company Entities, their respective Affiliates or any of their respective Representatives shall be required to (A) pay any commitment or other fees, reimburse any expenses similar fee in connection with the Debt Financing or otherwise the Preferred Equity Financing or incur any liabilities other cost or give expense that is not promptly reimbursed by the Parent Entities in connection with the Debt Financing or the Preferred Equity Financing, (B) take any indemnities prior actions to the Closing, (2) extent such actions would unreasonably interfere with the ongoing business or operations of the Company Entities and their respective Affiliates, (C) take any actions that would conflict with or violate the Company SubsidiariesEntities’ or their respective Affiliates’ organizational documents or any Laws, or that would reasonably be expected to result in a violation or breach of, or default under, any material Contract to which any of them are a party or by which any of their assets are bound, (3D) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree give to any change or modification of other Person any existing agreement or other documentation indemnities in connection with the Financing that would be are effective prior to the Closing or (4E) take any actions that would cause any representation or warranty in this Agreement to be breached or that would cause any closing condition set forth in Article VIII to fail to be satisfied or that would otherwise cause a breach of this Agreement. Nothing contained in this Section 7.12 or otherwise shall require the Company, any of the Company Subsidiaries Entities or any of their respective boards of directors (or equivalent bodies) Affiliates to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment be an issuer or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating obligor with respect to the Debt Financing shall be effective until or the ClosingPreferred Equity Financing prior to the Effective Time. (c) The Parent shall (i) Entities and the Merger Subs acknowledge and agree that the only obligations of the Company or any of its Affiliates or Representatives with respect to any portion of the Financing prior to the Effective Time are the obligations expressly set forth in this Agreement. The Parent Entities shall, promptly upon request by the Company, reimburse OpCo and the Company Subsidiaries for all of its fees out-of-pocket costs and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of Company Entities and the Company Subsidiaries, any of its their respective Affiliates or their respective Representatives in connection with such cooperation by the Company Entities or any cooperation contemplated by this Section 5.05 of their respective Affiliates and (ii) shall indemnify and hold harmless the CompanyCompany Entities, their respective Affiliates and their respective Representatives for and against any and all liabilities, losses, obligations, damages, costs and expenses of any kind (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due and whether in contract, tort, strict liability or otherwise) suffered or incurred by them in connection with the arrangement of any Financing, any alternative financing, any action taken by them pursuant to this Section 7.12 and any information utilized in connection therewith (other than written information provided by the Company Entities to the Parent Entities or the Merger Subs for use in connection with the Debt Financing or the Preferred Equity Financing), except to the extent resulting from the gross negligence, fraud or willful misconduct of the Company Entities or the Company Subsidiaries or their respective Representatives. (d) Each of the Parent Entities and the Merger Subs acknowledge and agree that it is not a condition to the Closing or to any of the other obligations under this Agreement that the Parent Entities and Merger Subs obtain the Equity Financing, any Financing or any other financing. (e) Notwithstanding anything to the contrary in this Section 7.12 or any other provision of this Agreement, the condition set forth in Section 8.02(b), as it applies to the obligations of the Company Entities under this Section 7.12, will be deemed to be satisfied except in the case where (i) any Company Entity materially breaches its obligations under this Section 7.12, (ii) the Parent Entities have provided the Company prompt written notice informing the Company of such breach, (iii) if curable, the Company Subsidiaries Entities have not cured such breach by the earlier of (A) 60 days after the date of such written notice is given by the Parent Entitles to the Company and its (B) the Outside Date and their Representatives against (iv) such breach has contributed in any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost material respect to the failure of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation the Debt Financing or the Preferred Equity Financing and any information used in connection therewithto be obtained.

Financing Cooperation. (a) From Prior to the date hereof until Merger Closing Date, the Closing (or the earlier termination Company shall, and shall cause its subsidiaries and Affiliated Entities to, use commercially reasonable efforts to cause their respective directors, officers, employees, consultants and advisors, including legal and accounting advisors, to provide to each of this Agreement Parent and Merger Sub, subject to reimbursement by Parent and/or Merger Sub pursuant to Section 8.015.21(c), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as all cooperation (x) reasonably requested by Parent and/or Merger Sub and (y) as is necessary and customary to assist Parent and Merger Sub in connection with Parent’s arrangement securing financing in an amount sufficient to permit Parent and Merger Sub to fund (A) the aggregate amount of Merger Consideration required to be paid pursuant to Article II, (B) all associated costs and expenses of the Financing Merger (which, solely for purposes including any repayment or refinancing of this Section 5.05, shall include any alternative equity indebtedness of the Company required in connection therewith) payable by Parent or debt capital markets financings Merger Sub and (C) all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement by Parent or Merger Sub (the Debt Letters“Financing”). Such cooperation will include using reasonable best efforts , including to: : (i) make appropriate officers promptly provide each of Parent and Merger Sub and its financing sources and their respective agents with the Required Information (as defined below); (ii) assist Parent and/or Merger Sub and use commercially reasonable efforts to cause its independent auditors to assist with Parent and/or Merger Sub’s preparation of pro forma financial statements customarily included in offering documents for high yield debt securities (or as otherwise reasonably availablerequired by each of Parent and Merger Sub’s financing sources and their respective agents); (iii) prior to and during the Marketing Period (as defined below), with appropriate advance noticeparticipate in a reasonable number of meetings, for participation in bank meetingspresentations, road shows, drafting sessions, due diligence sessionssessions (including using commercially reasonable efforts to cause the Company’s and its subsidiaries’ independent auditors to participate therein and to otherwise cooperate with the reasonable requests of each of Parent and Merger Sub), sessions with prospective lenders, including direct contact between senior management and the other representatives of the Company, on the one hand, and the actual and potential lenders, on the other hand (including customary one-on-one meetings with ratings agencies the parties acting as lead arrangers or agents for, and road showsprospective lenders and purchasers with respect to, the Financing), and sessions with rating agencies, in each case, at reasonable assistance times and locations mutually agreed; (iv) in advance of the Marketing Period, assist with the preparation of materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, bank information memoranda, offering memorandum, prospectuses, private placement memoranda (including under Rule 144A under the Securities Act), confidential information memoranda, private placement memoranda, prospectuses, presentations marketing materials and similar documents required in connection with the Financing; (v) provide appropriate representations in connection with the preparation of financial statements and other financial data of the Company and its subsidiaries and cause the Company’s independent auditors to provide reasonable and customary assistance and cooperation in connection with the Financing, including, (A) rendering customary “comfort letters” under AU Section 634 for a public offering or a Rule 144A placement of securities with respect to financial information regarding the Company’s subsidiaries contained in the offering materials relating to the Financing, including providing customary representations to such accountants and furnishing, prior to the commencement of the Marketing Period, drafts of such comfort letters (which shall provide “negative assurance” comfort) which such accountants are prepared to issue upon completion of customary procedures, and (B) providing consents for use of their reports in any filings required to be made by the Parent and/or Merger Sub pursuant to the Securities Act or the Exchange Act; (vi) cooperate with the marketing efforts of each of Parent and Merger Sub and their respective financing sources for any portion of the Financing, where financial information of the Company and its subsidiaries and Affiliated Entities is included in such efforts; (vii) facilitate the obtaining of guarantees, pledging of collateral in connection with the Financing, including executing and delivering any customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other customary certificates, legal opinions or documents as may be reasonably requested by Parent or and/or Merger Sub (including a certificate of the chief financial officer with respect to solvency matters as of the Merger Closing Date on a pro forma basis) to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Merger Closing Date (provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time); (viii) as applicable, cooperate in connection with any payoff and release of existing indebtedness of the Company and its subsidiaries and cause the release of all liens on the equity interests and assets of the Company and its subsidiaries related thereto (including obtaining customary payoff letters, lien terminations and other instruments of discharge) (in each case subject to the occurrence of the Effective Time); (ix) cooperate with Parent to obtain corporate and facilities ratings in connection with the Financing Partyprior to the commencement of the Marketing Period, in each case, with respect from each of Standard & Poor’s Ratings Services and ▇▇▇▇▇’▇ Investors Service, Inc., (x) provide to information relating to the Company and its Subsidiaries in connection with customary marketing efforts each of Parent and its Affiliates for Merger Sub and their respective financing sources all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided; (xi) execute and deliver (or assist in Parent and/or Merger Sub obtaining from legal counsel (including local counsel) to the Company and its subsidiaries and their advisors) customary certificates, furtherlegal opinions, credit agreements, indentures, guarantees or other documents and instruments as may be reasonably requested by Parent and/or Merger Sub, as are in each such case, necessary and customary in connection with the Financing; (xii) take corporate action (subject to the occurrence of the Merger Closing Date) reasonably necessary to permit the completion of the Financing; (xiii) facilitate the execution and delivery of the definitive documentation related to the Financing as may be reasonably requested by each of Parent and/or Merger Sub; (xiv) provide authorization letters to the lenders authorizing the distribution of information to prospective lenders or investors and containing a representation to the lenders that such information does not contain a material misstatement or omission and that the public side versions of such documents, if any, do not include material non-public information about the Company or its subsidiaries or securities; (xv) use commercially reasonable efforts to involve in any syndication efforts in connection with the Financing the Company’s and its subsidiaries’ existing lending and investment banking relationships; and (xvi) upon request, endeavor to update any Required Information provided to Parent and/or Merger Sub as may be necessary for such Required Information to remain Compliant (as defined below); provided that nothing in this Agreement herein shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as of its subsidiaries or the Affiliated Entities to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any provide such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or (including its subsidiaries); and provided further that the Company Subsidiaries, (3) require the Company or any Board and officers of the Company Subsidiaries and the board of directors and officers of its subsidiaries and Affiliated Entities shall not be required, prior to enter into the Merger Closing Date, to adopt resolutions approving the agreements, documents and instruments in connection with the Financing or approve pursuant to which any portion of the Financing is obtained, and no subsidiaries of the Company nor any officer or director thereof shall be required to execute, prior to the Merger Closing Date, any documents contemplated by the definitive documentation related to the Financing or any other certificate, document, instrument or agreement or other documentation that is effective prior to the Merger Closing Date or agree to any change or modification of to any existing certificate, document, instrument or agreement or other documentation that would be is effective prior to the Merger Closing or (4) require the Company, any Date. None of the Company Subsidiaries or nor any of their respective boards of directors (its subsidiaries or equivalent bodies) Affiliated Entities shall be required to approve take any action that would subject it to actual or authorize the Financingpotential liability, and (ii) no action, liability to bear any cost or obligation (including any obligation expense or to pay any commitment or other fees similar fee or reimburse make any expensesother payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity, guarantee or pledge in connection with the Financing or any of the foregoing prior to the Merger Closing Date (other than to the extent such liabilities arise from the breach of this Agreement by the Company). The subsidiaries and Affiliated Entities of the Company hereby consent to the reasonable use of the Company, ’s and its Subsidiaries, subsidiaries’ and Affiliated Entities’ logos in connection with the arranging and consummation of the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the business of the subsidiaries or Affiliated Entities or their marks. Parent acknowledges that its obligations under this Agreement are not contingent or conditioned in any of their respective Representatives under manner on obtaining any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingfinancing. (cb) If the Merger Closing does not occur, Parent and/or Merger Sub, as applicable, shall (i) promptly upon request by the Company, reimburse the Company and its subsidiaries and Affiliated Entities for all of its fees and expenses reasonable out-of-pocket third party costs (including fees and expenses of counsel and accountantsreasonable attorneys’ fees) incurred by the Company, any of the Company Subsidiaries, any of its subsidiaries and Affiliated Entities or their respective Representatives in connection with such cooperation; provided that, in no event shall Parent or Merger Sub be required to reimburse the Company or any cooperation contemplated by of its subsidiaries or Affiliated Entities for any costs associated with producing the financial statements or other information that the Company would have otherwise generated in the absence of such requests or this Section 5.05 and 5.20. (iic) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.For purposes hereof:

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentAcceptance Time, the Company will shall, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cooperate with Parent cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its Affiliates subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by obtaining the Debt Letters). Such cooperation will include using reasonable best efforts to: Financing, including, (i) make appropriate officers reasonably available, with appropriate advance notice, for participation making senior management and advisors of the Company and its subsidiaries available to participate in bank a reasonable number of meetings, presentations, road shows and due diligence sessionssessions with proposed lenders, meetings underwriters, initial purchasers or placement agents, and in sessions with ratings agencies rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and road showsafter the Effective Time, reasonable assistance in the (ii) assisting Parent with Parent’s preparation of confidential pro forma financial information memorandaand pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, presentations business projections and similar documents as may be reasonably requested by Parent or any used in connection with the Debt Financing Party, in each case, with respect to and providing customary estimates and other forward-looking financial information relating to regarding the further performance of the business of the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect subsidiaries to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is extent reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amendedFinancing sources, and identify any such financial information as suitable for distribution to “public side” lenders; providing customary authorization and representation letters in connection therewith, (iii) request that the Company’s using reasonable best efforts to cause its independent accountants participate to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions sessions, assisting in the preparation of any pro forma financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and cooperate with providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the Financing extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (including v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, 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 Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Debt Letters as in effect on Trustee under the date of this Agreement) or Notes Indenture in connection with a customary offering of securitiesthe Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the type described amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in the Commitment Letter, consistent with their customary practiceorder for any such statements to be accurate, including requesting that they provide customary consents consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and comfort letters 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 and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfortcomfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), including the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in respect of historical financial statements of the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, to cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the extent required purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the marketing and syndication of Financing foregoing after the Acceptance Time, (including as set forth in the Debt Letters as in effect on the date of this Agreementx) or as are customarily required in an underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) providing at least 4 Business Days following written request, such prior to the Acceptance Time all documentation and other information as any Financing Party may reasonably determine is about the Company and its subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, including without limitation and (xi) subject to the PATRIOT Act. occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, further, that nothing in this Agreement herein shall require the Company to cause the delivery of (1) legal opinions such cooperation to the extent it would interfere materially and unreasonably with the business or reliance letters operations of the Company or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii)its subsidiaries, (2) delivery of (A) any other financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3B) any financial information with respect to a month or fiscal period that has not yet ended ended, or has ended less (C) any financial statement with respect to any fiscal quarter (other than 40 days (or, in the case of a fiscal year, 60 daysfourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt 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 or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such requestnotice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary contained in this Agreement (including this Section 5.05): contrary, neither the Company nor any of its subsidiaries shall be required to (i) nothing in this Agreement (including bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 5.056.10(b) shall require any such cooperation to the extent that it would (1) require the Company to or pay any commitment or other feesfee in connection with the Debt Financing, reimburse any expenses or otherwise (ii) incur any liabilities liability (or give cause their respective directors, officers or employees to incur any indemnities liability) under the Debt Financing prior to the Closing, Effective Time or (2iii) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation commitment that would be effective prior to the Closing Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or (4) require omission, and that the Companypublic-side versions of such documents, any of if any, do not include material non-public information with respect to the Company Subsidiaries or any of its subsidiaries or their respective boards securities for purposes of directors (or equivalent bodies) to approve or authorize the FinancingUnited States federal securities laws, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) than consents of the Company, its Subsidiaries, or any accountants for use of their respective Representatives under reports in any certificate, agreement, arrangement, document or instrument materials relating to the Financing shall be effective until the Closing. (c) matters described above). Furthermore, Parent shall (i) shall, promptly upon request by the Company, reimburse the Company for all of its fees reasonable and documented out-of-pocket costs and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or subsidiaries and its and their Representatives respective representatives in connection with any cooperation contemplated by their respective obligations pursuant to this Section 5.05 and (ii) 6.10. Parent shall indemnify and hold harmless the Company, the Company Subsidiaries its subsidiaries and its and their Representatives respective representatives from and against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost costs or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the Debt Financing and any information used utilized in connection therewiththerewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), 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, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject On and prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause their respective directors, officers, employees, agents and advisors to, use commercially reasonable efforts to cooperate with Parent as necessary in connection with the arrangement of Debt Financing as may be customary and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (whichwriting, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using commercially reasonable best efforts to, upon such request of Parent: (i) make appropriate officers reasonably available, or members of the management team (with appropriate advance notice, seniority and expertise) available for participation at reasonable times in bank a reasonable number of meetings, due diligence sessionslender presentations, conference calls, meetings with prospective lenders and ratings agencies and road showsagencies; (ii) (A) furnish to Parent the Required Information, (B) provide reasonable assistance in the preparation of confidential any reasonable and customary bank information memoranda, memoranda (including using commercially reasonable efforts to obtain customary authorization letters with respect to the information specific to the Company or any of its Subsidiaries to be reasonably included in any such bank information memoranda from a senior officer of the Company) or private placement memoranda, prospectusesrating agency presentations, presentations marketing and/or syndication materials and similar documents as may be cooperate reasonably requested by Parent or any with the Debt Financing PartySources’ due diligence, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data case with respect to the Company and its Subsidiaries which is prepared by and to the Company extent customary and reasonable, and (C) assist Parent in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested preparation by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare customary pro forma financial statements and projections necessary in accordance connection with Article 11 of Regulation Sthe Debt Financing, it being understood that Parent shall be solely responsible for any pro forma cost savings, synergies, capitalization, ownership or other post-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersClosing pro forma adjustments; (iii) request that assist in the Company’s independent accountants participate in drafting sessions preparation and accounting due diligence sessions negotiation and cooperate with execution and delivery as of the Financing Closing of any definitive financing documents (including as set forth in the Debt Letters as in effect on the date of this Agreementany schedules and exhibits thereto) 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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel Parent including, without limitation, customary certificates; (iv) facilitate the pledging of, and granting of security interests in, the collateral in connection with the Debt Financing, including using commercially reasonable efforts to execute and deliver as of Closing any legal opinion that such counsel customary pledge and security documents or other definitive financing documents, in each case as may be required to deliver in connection with such Financing; andreasonably requested by Parent; (v) furnish Parent cause the taking of corporate and other actions by the Company and its Subsidiaries reasonably necessary to permit the consummation of the Debt Financing Parties, within five on the Closing Date; (5vi) provide at least three Business Days following written request, prior to the Closing Date (provided that Parent has made such request at least nine days prior to the Closing Date) all material documentation and other information about the Company as any Financing Party may is reasonably determine is required requested by regulatory authorities under the Parent to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. provided; (vii) request from the Company’s existing lenders such customary documents in connection with refinancings of the Company’s existing debt as reasonably requested by Parent in connection with the Debt Financing and collateral arrangements, furtherincluding customary payoff letters and related lien releases; and (viii) comply with any obligations under the Convertible Debenture Indenture that arise as a result of the execution, that nothing in delivery or performance by the Company of this Agreement shall require and the Company to cause consummation of the transactions contemplated hereby, including the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, notices 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives certificates required in connection with any cooperation the transactions contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewithhereby.

Financing Cooperation. (ai) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its reasonable best efforts to cooperate with provide to Parent and Merger Sub, and shall cause each of its Affiliates as Subsidiaries to use its reasonable best efforts to provide, and shall use commercially reasonable efforts to cause its non-legal Representatives, including accounting, to provide (in each case at Parent’s sole expense) all cooperation reasonably requested by Parent that is customary in connection with Parent’s the arrangement of any Debt Financing in connection with the Financing transactions contemplated hereby, including, but not limited to using commercially reasonable efforts to (whichprovided, solely for purposes of however, that nothing in this Section 5.057.13 shall require the Company, shall include its Subsidiaries or any alternative equity of its or debt capital markets financings contemplated by the Debt Letterstheir 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). Such cooperation will include using reasonable best efforts to: , (i) make assist in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate officers reasonably available, with appropriate advance notice, for participation 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, meetings drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assist Parent with the timely preparation of customary materials for bank information memoranda and ratings agencies agency presentations (and road shows, reasonable assistance assisting in the preparation obtaining of confidential information memorandacorporate, private placement memorandacredit and facility ratings from ratings agencies), prospectuses, presentations and similar documents required to be delivered in connection with the Debt Financing (including executing a customary authorization letter to the extent reasonably requested by the Debt Financing Source authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnish Parent with the historical financial statements of the Company reasonably requested by the Debt Financing Sources (subject to the immediately following proviso, the “Required Financial Information”), (iv) provide Parent and Merger Sub with information reasonably necessary to complete customary perfection certificates and other customary loan documents as may be required in connection with the Debt Financing as may be reasonably requested by Parent or the Merger Sub, (v) assist Parent in delivering original stock certificates in the possession of the Company, if any, and original stock powers (or, if any, similar documents for limited liability companies) to the extent customary and reasonably required on or prior to the Closing Date by any Financing Party, in each case, definitive documentation with respect to information relating the Debt Financing (including assisting in obtaining copies thereof prior to the Closing Date), and (vi) take reasonable corporate actions, subject to and only effective upon the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing; provided, that the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under this Section 7.13(c) that: (A) unreasonably interferes with the ongoing business of the Company or its Subsidiaries; (B) causes any covenant, representation or warranty in this Agreement to be breached; (C) causes any condition set forth in Article VIII to fail to be satisfied or otherwise causes the breach of this Agreement; (D) requires the Company or its Subsidiaries, prior to the Closing, to pay any commitment or other similar fee or incur or become subject to any other liability or obligation in connection with the Debt Financing which is not otherwise funded or promptly reimbursed by Parent; and (E) requires the Company and its Subsidiaries in connection or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with customary marketing efforts respect to the Debt Financing and the directors and managers of Parent the Company and its Affiliates for all or any portion Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. So long as requested by Parent at least ten (10) days prior to the Closing Date, the Company will, and will cause each of the Financing; (ii) its Subsidiaries to, use commercially reasonable efforts to furnish Parent and the Financing Parties with copies of such financial data Merger Sub promptly, and in any event at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the PATRIOT ActAct and the beneficial ownership regulation set forth in 31 C.F.R. § 1010.230. The Company hereby consents to the use of its and its Subsidiaries’ trademarks, service marks or logos in connection with the Debt Financing; provided, furtherthat such trademarks, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions service marks or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case logos are used solely in a form manner that is not customarily prepared by the Company with respect intended to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect reasonably likely to a month harm or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require disparage the Company or any of its Subsidiaries or the Company Subsidiaries to enter into reputation or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any goodwill of the Company or any of its Subsidiaries or any of their respective boards intellectual property rights. At least one (1) Business Day prior to the anticipated Closing Date, the Company will deliver to Parent a customary payoff letter in form reasonably acceptable to Parent executed by the lenders of directors the Credit Agreement, which letter will set forth (a) the total amount required to be paid at the Effective Time to satisfy in full the repayment of all Indebtedness outstanding under the Credit Agreement and, if any, all prepayment penalties, premiums and breakage costs that become payable upon such repayment and any other fees or equivalent bodiesexpenses outstanding thereunder (the “Payoff Amount”), (b) the lenders’ obligation to approve or authorize release all liens and other security securing the FinancingCredit Agreement at Parent’s expense immediately after receiving the Payoff Amount, and (iic) no actionwire transfer instructions for paying the Payoff Amount. Notwithstanding the above, all corporate, limited liability or obligation (including any obligation other organizational actions shall be deemed to pay any commitment become effective only if and when the Closing occurs and shall be derived exclusively from the authority of, and shall only be taken by, the board of directors of the Company and its Subsidiaries or other fees or reimburse any expenses) governing body of the Company, Company and its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating Subsidiaries as constituted after giving effect to the Financing shall be effective until the Closing. (cii) Parent shall (i) promptly upon request by Upon the Company’s request, Parent will reimburse the Company for all of its reasonable and documented out-of-pocket costs, fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any or on behalf of the Company Subsidiaries, or any of its or their Representatives Subsidiaries in connection with any cooperation contemplated by this Section 5.05 and (ii) 7.13. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for any liabilities incurred by any of them in connection with any action taken by them pursuant to this Section 7.13 (other than arising from fraud, gross negligence or intentional misrepresentation on the part of the Company or its Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigationor Representatives), expense (including fees whether or not the Merger is consummated or this Agreement is terminated in accordance with Article IX. Parent and expenses of counsel Merger Sub acknowledge and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or agree that Section 7.13 shall not create any independent conditions to Closing and that obtaining the Financing and any information used in connection therewithis not a condition to the Closing.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its reasonable best efforts efforts, and shall cause the Company Subsidiaries to cooperate with Parent and its Affiliates as use reasonable best efforts, to provide customary cooperation, to the extent reasonably requested by Parent in writing, in connection with Parent’s arrangement the offering, arrangement, syndication, consummation or issuance of the Financing or Alternative Financing or Replacement Financing obtained in accordance with Section 6.20 (whichprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), solely for purposes of this Section 5.05including, shall include any alternative equity or debt capital markets financings contemplated by to the Debt Letters). Such cooperation will include extent so requested, using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies furnish to Parent and road shows, reasonable assistance in the preparation of confidential Financing Parties historical financial statements and other pertinent financial information memoranda, private placement memoranda, prospectuses, presentations regarding the Company and similar documents as may be the Company Subsidiaries to the extent reasonably requested by Parent or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries customary in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish to Parent and the Financing Parties with copies customary information regarding the Company and the Company Subsidiaries (including information to be used in the preparation of such one or more information packages regarding the business, operations, financial data with respect projections and prospects of the Company or the Company Subsidiaries) to the extent reasonably available to the Company and its Subsidiaries which is prepared by or the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is Subsidiaries and reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersParent; (iii) request that provide reasonable and customary assistance to Parent in the Company’s independent accountants participate in drafting sessions preparation of (A) customary offering documents, offering memoranda, roadshow presentations, bridge teasers, syndication documents and accounting due diligence sessions other syndication materials, including information memoranda and cooperate with lender presentations for any portion of the Financing, (B) materials for rating agency presentations and (C) other marketing materials reasonably requested by Parent and reasonably necessary for the Financing (including as set forth or Alternative Financing or Replacement Financing obtained in the Debt Letters as in effect on the date of this Agreement) or in connection accordance 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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoingSection 6.20; (iv) furnish make appropriate members of senior management of the Company available at reasonable times and locations and upon reasonable prior notice, to legal counsel participate in a reasonable number of Parent meetings (including one-on-one meetings or conference calls with Financing Parties, underwriters or ratings agencies), drafting sessions, presentations, road shows, rating agency presentations and to legal counsel of due diligence sessions and other syndication activities, provided that any Financing Party such information as meeting or communication may be reasonably requested conducted virtually by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; andvideoconference or other media; (v) furnish cause the Company’s independent auditors to deliver (A) customary “comfort letters” (including customary “negative assurances” comfort) in connection with the Financing and (B) customary consent to use of their audit reports in any materials reasonably necessary for the Financing; (vi) provide customary authorization letters (including customary confirmations and undertakings reasonably requested by Parent) authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing (including customary representations with respect to presence or absence of material nonpublic information and accuracy of the information contained therein); (vii) cooperate with Parent and Merger Sub in their obtaining customary corporate and facilities credit ratings; (viii) provide customary prepayment notices within the Financing Partiestime period contemplated by (A) the Existing Credit Agreement and (B) any other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries as Parent may reasonably request; (ix) provide customary documents reasonably requested by Parent relating to (A) the repayment of (1) the Existing Credit Agreement and (2) any other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries as Parent may reasonably request, within and (B) the release of related Liens (if any), including using reasonable best efforts to obtain customary payoff letters in respect of the Existing Credit Agreement and such other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries at least five (5) Business Days following written request, such prior to the Closing Date; (x) provide all documentation and other information as any Financing Party may reasonably determine is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. providedAct and 31 C.F.R. §1010.230, further, that nothing in this Agreement shall require relating to the Company or any Company Subsidiary as soon as practicable but in any event at least five (5) Business Days prior to the Closing Date, in each case as reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; (xi) cooperate with due diligence of the Financing Parties, to the extent customary and reasonable; (xii) consent to the use of the Company’s and the Company Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company Subsidiaries or the Company’s or the Company Subsidiaries’ reputation or goodwill; (xiii) provide customary and reasonable assistance requested by Parent in connection with Parent’s preparation of pro forma financial statements and pro forma financial information; (xiv) provide customary certificates and other customary closing documents as may be reasonably requested in writing by the Financing Parties (provided that no obligation of the Company or any Company Subsidiary under any such certificate or document shall be effective until the Closing); (xv) cause the delivery taking of corporate actions and organizational changes reasonably requested by Parent and within the control of the Company that are reasonably necessary to permit the completion of the Financing; (1xvi) legal opinions or reliance letters or reasonably assist in the preparation of, and executing and delivering at Closing, the Definitive Agreements and any certificate as indentures, notes and purchase agreements relating to solvency or any other certificate necessary for the Financing, other than including assisting with the execution and delivery as provided by Section 5.05(a)(iii), of the Closing (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form but not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date Closing) of any guarantee and collateral documents and customary closing certificates as may be reasonably requested by Parent and required by the Commitment Letter or the Financing (provided that no obligation of the Company or any Company Subsidiary under any such requestdocument, agreement or certificate shall be effective until the Closing) and otherwise use commercially reasonable efforts to provide customary and reasonable assistance requested by Parent in connection with satisfying the conditions precedent set forth in the Definitive Agreements; (xvii) reasonably cooperate with Parent’s legal counsel in connection with any legal opinion that such legal counsel may be required to deliver in connection with the Financing, including using reasonable best efforts to furnish documents required to satisfy any customary negative assurance opinion required in connection with the Financing; (xviii) to the extent necessary or advisable, reasonably cooperate to facilitate the pledging of collateral and the executing and delivering of customary pledge and security documents (and any other customary documents or instruments required for the creation and perfection of security interests in the collateral securing the Financing as may be reasonably requested by Parent) or other customary definitive financing documents reasonably requested by the Financing Parties (including customary guarantees and other deliverables), in each case required in connection with the Financing and effective as of the Closing (but not prior to the Closing); (xix) provide customary and reasonable assistance to Parent and Merger Sub in obtaining required consents, landlord waivers and estoppels, estoppels and SNDAs from tenants under any leases, ground lease estoppels and consents from fee owners under any Facility Leases, estoppels and consents pursuant to any PILOT documents and surveys and title insurance as reasonably requested by Parent or Merger Sub, including by using reasonable best efforts to provide customary non-imputation title affidavits, title affidavits or similar documents required by a nationally-recognized title company for (A) the deletion of any standard or pre-printed exceptions in any title insurance policies or proforma or (B) the satisfaction of any requirement set forth in any title commitment and, to the extent appropriate, appraisals of the Company Properties; and (xx) take any other actions reasonably requested by Parent and necessary to permit the Financing Parties to conduct customary field examinations for third party reports and environmental assessments, and, to the extent appropriate, appraisals of the Company Properties. (b) Notwithstanding anything The foregoing notwithstanding, none of the Company nor any of its Affiliates shall be required to take or permit the contrary contained in this Agreement (including taking of any action pursuant to this Section 5.05): 6.19 that would: (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company SubsidiariesSubsidiaries or and 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 (other than any customary authorization letters), except (A) resolutions or consents which are subject to the occurrence of the Closing passed by directors or officers continuing in their positions following the Closing and (B) as expressly provided in Section 6.19(a), (3ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its Affiliates, (iii) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation its Affiliates to pay any commitment or other fees similar fee or reimburse incur any expenses) other expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of the Company, its Subsidiaries, Company or any of their respective Representatives its Affiliates under any certificate, agreement, arrangementcertificate, document or instrument relating to the Financing shall be effective until the Closing. , (civ) cause any director, officer, employee or shareholders of the Company or any of its Affiliates to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Affiliates or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Affiliates is a party, (vii) provide access to or disclose information that the Company or any of its Affiliates determines would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Affiliates, (viii) require the Company to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice, or (ix) require the Company to prepare or deliver any Excluded Information. Nothing contained in this Section 6.19 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 the Financing. Parent shall (i) shall, promptly upon on request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, or any of its Affiliates for all reasonable and documented out-of-pocket costs incurred by them or their respective Representatives in connection with the Financing or with any cooperation contemplated by this Section 5.05 such cooperation, and (ii) shall indemnify and hold harmless the Company, the Company Subsidiaries and its Affiliates and their respective Representatives from and against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) all losses actually suffered or settlement payment incurred as a result of, or by them in connection withwith the Financing, such cooperation any action taken by them at the request of Parent or the Financing its Representatives pursuant to this Section 6.19, and any information used in connection therewiththerewith (other than information provided to Parent in writing by the Company or the Company Subsidiaries specifically in connection with their obligations pursuant to Section 6.19(a)). (c) The parties hereto acknowledge and agree that the provisions contained in this Section 6.19 represent the sole obligation of the Company and the Company Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent, 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 the Financing) by Parent any of its Affiliates be a condition to any of Parent’s obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the breach by the Company of any of the covenants required to be performed thereby under this Section 6.19 shall not be considered in determining the satisfaction of the condition set forth in Section 7.2(b) unless such breach is the primary cause of Parent being unable to obtain the proceeds of the Financing at the Closing. (d) All non-public or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent or its Representatives pursuant to this Section 6.19 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality arrangements reasonably satisfactory to the Company.

Financing Cooperation. (a) 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 To assist Parent in this Section 5.05, and unless otherwise agreed by Parentits financing efforts, the Company will agrees to use its commercially reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents Offering as may be reasonably requested by Parent or any with the arrangement of the Financing Partyas may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the arrangement of the Financing, including, in each casecase (subject in each case to Section 6.05(b) below), by (i)(A) preparing and providing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to information relating to the Company and each of its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion the transactions contemplated hereby and by the Financing, including (x) audited consolidated annual financial statements of the Financing; Company and (iiy) furnish Parent unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and the Financing Parties with copies of such financial data (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow assist Parent to prepare with the preparation of customary pro forma financial statements in accordance with Article 11 that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Securities 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of 1933all or any portion of the Financing, as amendedincluding any “description of notes”, and identify other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any such component of the Financing; (4) “segment” financial information as suitable or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for distribution the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to “public side” lenders; (iii) request that cause the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and to reasonably cooperate with the Financing (including as set forth Sources or Underwriters 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, manner consistent with their customary practice, including requesting that they practice and to participate in customary auditor due diligence calls and provide customary consents and accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of the Company, to the extent required delivered in connection with the marketing and syndication of Financing (including as set forth in the Debt Letters as in effect on the date Company’s public offerings shall be deemed to be customary for purposes of this AgreementSection 6.05) or as are customarily required in an underwritten offering and customary consents to the inclusion of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange audit reports in connection with the Merger Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any alternative financing thereforportion of the Financing or the Offering, including reasonable access to documents and provide customary management letters other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the foregoing; Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) furnish upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to legal counsel Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of Parent meetings and to legal counsel of any Financing Party such information as presentations (which, in the Company’s discretion, may be reasonably requested by such counsel in connection with any legal opinion that such counsel may the form of virtual meetings, video calls or conference calls and shall be required to deliver during normal business hours) in connection with such Financing; and the preparation of offering documents for the Financing or the Offering, (v) furnish furnishing Parent and the Financing Parties, within five (5) at least four Business Days following written request, such prior to the date of the Closing with all customary documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, including without limitation or lenders under, the PATRIOT Act. provided, further, that nothing in this Agreement shall require Financing or the Underwriters to the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 at least ten days (or, in the case of a fiscal year, 60 days) prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such requestdocument or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources and any Underwriters. (b) Notwithstanding anything to the contrary contained foregoing, nothing in this Agreement (including this Section 5.05): 6.05 shall require the Company or any of its Subsidiaries to: (i) nothing take any action in this Agreement (including this Section 5.05) shall require any such cooperation respect of the Financing or an Offering to the extent that it such action would cause any condition to Closing set forth in Article 9 or any condition set forth in Article 9 to fail to be satisfied by the End Date or the Effective Time, as applicable, or otherwise result in a breach of this Agreement by the Company; (ii) take any action in respect of the Financing or an Offering that would conflict with or violate the Company’s or any if its Subsidiaries’ organizational documents or any Applicable Law, or result in the contravention of, or violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party; (iii) take any action to the extent such action would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2A) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, its Subsidiaries or (3B) require cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; (iv) execute and deliver any of letter, Contract, registration statement, document or certificate in connection with the Company Subsidiaries to enter into Financing or approve take any agreement corporate action that is not contingent on, or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to, the occurrence of the Closing, it being agreed that the foregoing shall not apply to the inclusion of customary acquiree financial and related information in a registration statement or prospectus prior to Closing and cooperation in connection therewith; (v) pay any commitment fee or (4) require the Company, other fee or payment to obtain consent or incur any of the Company Subsidiaries liability with respect to or cause or permit any Lien to be placed on any of their respective boards assets in connection with the Financing prior to the date of directors the Closing; (vi) provide access to or equivalent bodiesdisclose information where the Company determines that such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege or contravene any Applicable Law or Contract (but shall use commercially reasonable efforts to grant such access or provide such disclosure in a manner which would not jeopardize such privilege or contravene any such Applicable Law or Contract); (vii) to approve or authorize the Financing, and (ii) no action, liability or obligation (including subject any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, ’s or its Subsidiaries’ respective directors, managers, officers or employees to any of their respective Representatives under any certificate, agreement, arrangement, document actual or instrument relating to potential personal liability; (viii) cause the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees directors and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any managers of the Company Subsidiariesto adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained unless such resolutions are contingent upon the occurrence of, or only effective as of, the Closing; (ix) waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party; or their Representatives (x) take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with any cooperation contemplated commitment letters or the definitive documents related to the Financing or any information utilized in connection therewith (in each case under this clause (x), except following the Closing). In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to the Company on the date hereof or is not otherwise prepared in the ordinary course of business of the Company at the time requested by this Section 5.05 and (ii) Parent or for the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants. Whether or not the Closing occurs, Parent shall indemnify and hold harmless the Company, each Subsidiary thereof, and each of their respective Representatives and Affiliates from and against any and all liabilities or losses suffered or incurred by them in connection with the arrangement of the Financing or any Offering, any cooperation provided pursuant to this Section 6.05, and any information utilized in connection therewith. Additionally, if this Agreement is terminated by the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigationpursuant to Section 10.01(d), expense (including Parent shall, promptly upon written request by the Company or any Subsidiary thereof, reimburse such party for all reasonable and documented out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred by such Persons in connection with any such Person complying with the obligations under this Section 6.05. Notwithstanding anything to the contrary, upon any breach by the Company or its Subsidiaries of counsel and accountantstheir obligations under this Section 6.05, neither the Company nor its Subsidiaries shall be deemed to have breached their respective obligations under this Agreement (including for purposes of the termination right set forth in Section 10.01(c)) or settlement payment incurred as the condition described in Section 9.02(b) unless (i) such breach is a Knowing and Intentional Breach and for this purpose each obligation in this Section 6.05 that is not qualified by a commercially reasonable efforts qualification will be deemed to be so qualified, (ii) Parent provides written notice of such alleged breach and the Company fails to promptly use commercially reasonable efforts to cure any such alleged breach that is a breach and (iii) the failure to obtain the Financing or to complete the Offering is a result ofof such breach; provided that nothing in this sentence will preclude Parent from seeking specific performance in respect thereof in accordance with Section 11.14. Parent and Merger Sub expressly acknowledge and agree that none of the following is a condition to either Parent’s or Merger Sub’s obligation to consummate the Merger: Parent or Merger Sub obtaining Financing, or in connection with, such cooperation Parent or the Financing and Merger Sub or any information used in connection therewithAffiliate of Parent completing an Offering.

Financing Cooperation. (a) From the date hereof until Prior to the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentDate, the Company will shall use its commercially reasonable best efforts to cooperate with provide, and shall cause each Subsidiary of the Company and each of the Company’s and each Subsidiary’s non-legal Representatives to use commercially reasonable efforts to provide, to Parent and its Affiliates as Merger Sub, in each case at Parent’s sole expense, all cooperation that is reasonably requested by Parent and customary in connection with Parent’s arrangement Parent arranging the Debt Financing effective as of or after (and conditioned on the occurrence of) the Effective Time of the Financing (whichMerger, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using commercially reasonable best efforts to: (i) make appropriate officers reasonably availableupon reasonable notice, direct employees of the Company and its Subsidiaries with appropriate advance noticeseniority and expertise to be available at reasonable times and participate in a reasonable number of meetings (including one-on-one meetings or conference calls with providers of the Debt Financing); provided, for participation in bank meetings, due diligence sessions, meetings that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) provide reasonable and customary assistance to Parent with ratings agencies and road shows, reasonable assistance in the Parent’s preparation of confidential bank information memoranda, private placement memoranda, prospectuses, presentations memoranda and similar marketing documents reasonably necessary in connection with the Debt Financing (which may include, but not be limited to customary offering and syndication documents) and provide reasonably timely and customary access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow sources of the Debt Financing and their representatives to complete all reasonable due diligence; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as may be reasonably requested in writing (e-mail being sufficient) by Parent or any Financing Party, in each case, Parent; and (C) limited to information to be contained therein with respect to the Company and its Subsidiaries; (iii) to the extent requested by Debt Financing Sources, furnish Parent, reasonably promptly upon written request, with such historical financial, statistical and other pertinent business information relating to the Company and its Subsidiaries in connection as may be reasonably requested by Parent (which notice shall state with customary marketing efforts reasonable specificity the information requested), as is customarily required with financings of Parent the type similar to the Debt Financing and reasonably available and prepared by or for the Company and its Affiliates Subsidiaries in the ordinary course of business; provided, that, the Company shall not be responsible in any manner for all any pro forma financial information or any portion financial statements; (iv) facilitate, effective no earlier than the Effective Time, simultaneously with, and conditioned upon, and subject to the occurrence of, the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents relating to the Debt Financing; (iiv) furnish Parent provide documentation and the Financing Parties with copies of such financial data other information with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Act in connection with the Debt Financing, in each case as reasonably requested by Parent in writing; (vi) (A) cooperate in connection with the repayment or defeasance of any existing indebtedness of the Company and its Subsidiaries as of the Effective Time and the release of related Liens, including delivering such payoff, defeasance, termination or similar notices under any existing financing documents of the Company and its Subsidiaries as are reasonably requested by Parent; (vii) to the extent requested by ▇▇▇▇▇▇ in writing, obtain from the Company’s independent auditors customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (viii) provide reasonable and customary assistance with respect to Parent attempting to obtain any third-party consents associated with the Debt Financing which shall not be required to be effective until as of, and subject to the occurrence of, the Closing; (ix) provide reasonable consent to the use of the Company’s and its Subsidiaries’ logos in connection with the Debt Financing; (x) to the extent reasonably requested in writing by Parent, (A) mail and e-mail requests for estoppels, subordination agreements and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees, and counterparties to parking agreements, reciprocal easement agreements, association or condo regimes, declarations and similar agreements in form and substance reasonably satisfactory to such Debt Financing Source and reasonably cooperate to facilitate the negotiation and execution of such agreements and certificates, and (B) provide customary owner’s affidavits, gap indemnities, no change survey affidavits and non-imputation affidavits to enable Parent’s title company to issue policies of title insurance; and (xi) to the extent reasonably requested in writing (e-mail being sufficient) by Parent, provide customary and reasonable assistance to allow Parent, the Debt Financing Sources, and each of their respective Representatives to conduct customary appraisal, survey field work and non-invasive environmental and engineering inspections of each Company Real Property (provided, furtherhowever, that nothing all such activities and inspections shall be conducted, and Parent shall schedule and coordinate all such activities with the Company, in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared each case in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request5.03). (b) Notwithstanding anything the foregoing, the Company shall not be required to the contrary contained in this Agreement (including provide, or cause its Subsidiaries or Representatives to provide, cooperation under this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation 5.20 to the extent that it would it: (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2i) unreasonably interfere interferes with the ongoing business or operations of the Company or and its Subsidiaries; (ii) requires the Company Subsidiaries, (3) require the Company or any of the Company and its Subsidiaries to enter into or approve incur any agreement or other documentation effective liability (including any commitment fees and expense reimbursement) in connection with the Debt Financing prior to the Closing (except those fees, expenses and liabilities that are reimbursable by Parent pursuant to Section 5.20(c)); (iii) requires the Company and its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (or agree to any change or modification of any existing certificate, document, instrument or agreement or other documentation that would be is effective prior to the Effective Time) with respect to the Debt Financing (other than with respect to customary authorization letters with respect to the Debt Financing) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Effective Time (4it being understood that in no event shall any officer or director of the Company and its Subsidiaries be required to take any such action described in this clause (iii) require unless such Person shall be continuing in such role following the Effective Time, and shall only be required to do so in such continuing capacity); (iv) requires the Company and its Subsidiaries or their counsel to give any legal opinion, to the extent not contingent on and effective as of the Closing; (v) requires the Company and its Subsidiaries to provide any information that is prohibited or restricted by applicable Law; (vi) requires the Company and its Subsidiaries to provide access to or disclose information that the Company or any of its Subsidiaries determines could reasonably be expected to result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (vi)); (vii) requires the Company and its Subsidiaries to take any action that is prohibited or restricted by, or would conflict with or violate, its Organizational Documents, any Company Material Contract or any applicable Laws; (viii) would reasonably be expected to result in any Representative of the Company or its Subsidiaries incurring personal liability with respect to any matter relating to the Debt Financing or requires any Representative of the Company or any of its Subsidiaries to deliver any certificate that such Representative reasonably believes, in good faith, contains any untrue certifications; (ix) requires the Company and its Subsidiaries or their Representatives, as applicable, to waive or amend any terms of this Agreement; or (x) causes any representation, warranty, covenant or other term in this Agreement to be breached or causes any Closing condition set forth in ARTICLE VI to fail to be satisfied. In no event shall the Company be in breach of this Agreement because of (A) the failure to deliver any financial or other information that is not currently readily available to the Company and its Subsidiaries on the date hereof and has not otherwise been prepared in the ordinary course of business of Company and its Subsidiaries at the time requested by Parent or (B) the failure to obtain review of any financial or other information by its accountants and in no event shall the Company or its Subsidiaries be required to provide or assist in the preparation of any projections or “pro forma” financial statements. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under at the request of Parent pursuant to this Section 5.20. Nothing contained in this Section 5.20 or otherwise shall require the Company or any certificateof its Subsidiaries, agreement, arrangement, document or instrument relating prior to the Financing shall Effective Time, to be effective until an issuer or other obligor with respect to the ClosingDebt Financing. (c) Parent shall (i) reimburse or cause to be reimbursed the Company and its Subsidiaries promptly upon request by the Company, reimburse the Company written demand for all of its fees reasonable and documented out-of-pocket costs and expenses (including fees reasonable and expenses documented attorneys’ and out-of-pocket accountants’ fees) (other than in respect of counsel the preparation of customary historical and accountantsordinary course financial statements already prepared by the Company and its Subsidiaries in the ordinary course of their business and/or with respect to information or materials already in the possession or control of any of the Company and its Subsidiaries) incurred by the Company, any of the Company Subsidiaries, any of and its or Subsidiaries and their Representatives in connection with any the cooperation contemplated by under this Section 5.05 5.20 and any action taken by them at the request of Parent pursuant to Section 5.20 (ii) including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 5.20), and shall indemnify and hold harmless the Company, the Company Subsidiaries and its Subsidiaries and their Representatives and each of the Company’s and its Subsidiaries’ and their Representatives’ respective present and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any claimand all documented out-of-pocket costs, lossexpenses, damagelosses, injurydamages, liabilityclaims, judgmentjudgments, awardfines, penaltypenalties, fineinterest, Taxsettlements, cost (including cost awards and liabilities suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation with the arrangement and consummation of the Debt Financing or the Financing Assumed Indebtedness and any information used in connection therewith, in each case, except to the extent such costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or incurred as a result of bad faith, gross negligence or willful misconduct by any Financing Indemnified Party as determined by a court of competent jurisdiction in a final judgment not subject to further appeal. The provisions of this Section 5.20(c) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 5.20(c) shall survive the termination of this Agreement (and in the event the Merger and the other transactions contemplated hereby are not consummated, notwithstanding anything to the contrary in this Agreement, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under Section 5.20, reimbursable under this Section 5.20(c) and not previously reimbursed and any indemnification obligations under this Section 5.20(c), in each case, without regard to any other limitations on liability set forth in this Agreement). (d) Promptly following Parent’s request, the Company shall, or shall cause its Subsidiaries to, use commercially reasonable efforts to deliver to each of the lenders or any agent or trustee acting on their behalf (each, an “Existing Lender”) under the existing indebtedness of the Company and its Subsidiaries set forth on Section 5.20(d) of the Company Disclosure Letter (the “Assumed Indebtedness”), a notice prepared by Parent, in form and substance reasonably approved by the Company, requesting that such Existing Lender deliver to Parent and the Company a written statement or documents (the “Assumption Documents”) (A) confirming (1) the aggregate principal amount of the indebtedness outstanding under such Assumed Indebtedness, (2) the date to which interest and principal has been paid in respect of such Assumed Indebtedness, and (3) the amount of any escrows being held by such Existing Lender in respect of such Assumed Indebtedness; and (B) consenting to the assumption of the existing indebtedness, the replacement of any guaranty and the consummation of the Merger and the other transactions contemplated by this Agreement, and to the modifications of the terms of such Assumed Indebtedness that Parent may reasonably request after the date hereof; provided, that the Company shall be informed of any such request or modification; provided, further, that, in the event Parent requests Assumption Documents in accordance with this Section 5.20(d), (x) the Assumption Documents will be effective as of or immediately prior to and conditioned on the occurrence of the Effective Time and (y) the Company and its Subsidiaries shall not have obligation, responsibility or liability to Parent or Merger Sub in connection with Parent’s request for any consent of any Existing Lender requested pursuant to this Section 5.20(d), other than to use commercially reasonable efforts to deliver such request in the form prepared by Parent (and approved by Company) to the applicable Existing Lender.

Financing Cooperation. (a) From In connection with Parent’s financing in connection with the date hereof until the Closing (or the earlier termination of transactions contemplated by this Agreement pursuant to Section 8.01(including the Financing) (the “Parent Financing”), subject prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will use its reasonable best efforts shall provide to cooperate with Parent and Merger Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Merger Sub that is necessary in connection with the arrangement and consummation of the Parent Financing, including (in each case, to the extent reasonably requested by Parent): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and the actual or perspective Financing Sources; (ii) (A) promptly providing (1) the Required Information and (2) such other pertinent information regarding the Company and its Affiliates Subsidiaries and such other financial data relating to the Company and its Subsidiaries as may be reasonably available to the Company and which is reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of one or more bank information memoranda and packages (confidential information memorandaand public), lender and investor presentations, rating agency materials, private placement memoranda, prospectusesoffering memoranda, presentations prospectuses and similar documents as may customary in order to consummate the Parent Financing or that would be reasonably requested by necessary to obtain a consent from or receive customary “comfort” letters from the independent registered public accounting firm of the Company (including negative assurance comfort), and (B) cooperating with Parent in preparing such pro forma financial statements and other pro forma financial data and financial information; (iii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with any bank debt, public or private senior note financings or equity securities issuances or equity linked, convertible, exchangeable or other debt securities issuances and, to the extent required under the Commitment Letter (including any alternative or replacement financing referred to in ‎Section 5.15(b)) or any Financing Partyother financing in connection with the transactions contemplated by this Agreement, in each case, with respect to providing all documentation and other information relating to the Company and or any of its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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 securitiesthereunder, including the type described in customary representation letter to the Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort), including in respect of historical financial statements independent registered public accounting firm of the Company, to the extent required Company in connection with the marketing and syndication delivery of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger a comfort letter or any alternative financing thereforconsent, and provide customary management consents to use the audit reports relating to the Company, the customary authorization letters in connection with the foregoing; (iv) furnish to legal counsel of Parent any bank debt and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and or other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. providedU.S.A. Patriot Act of 2001; (iv) using reasonable best efforts to assist Parent in obtaining legal opinions from applicable outside counsel (and not internal counsel) as customarily required in connection with any bank debt or public or private senior note financings or equity securities issuances or equity linked, furtherconvertible, that nothing exchangeable or other debt securities issuances, as the case may be (including, in this Agreement shall require all cases, the Company Parent Financing); and (v) using reasonable best efforts to cause the delivery of (1) legal opinions Company’s registered public accounting firm to provide written consent to use such firm’s audit report in a registration statement filed with the SEC or reliance letters or any certificate as to solvency or in any other certificate necessary for offering document and to deliver a customary “comfort” letter (including negative assurance comfort) to the FinancingFinancing Sources as customarily required in connection with any public or private senior note financings or equity securities issuances or equity linked, convertible, exchangeable or other than as provided by Section 5.05(a)(iii), debt securities issuances (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedincluding, in any case in a form not customarily prepared by all cases, the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requestParent Financing). (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees‎Section 5.16, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations no obligation of the Company or the Company Subsidiaries, (3) require the Company or any of its Subsidiaries under any certificate or document (other than the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior customary representation letter to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any independent registered public accounting firm of the Company Subsidiaries in connection with the delivery of a comfort letter or consent, any customary authorization letters in connection with any bank debt and any notices of their respective boards of directors (or equivalent bodies) to approve or authorize prepayment and/or commitment terminations which are delivered by the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) Company not in contravention of the Company, its Subsidiaries, or any applicable agreement and conditioned upon the consummation of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall Merger and delivered in accordance with ‎Section 5.11) will be effective until the Closing. (c) Effective Time. In addition, Parent shall (i) promptly upon request by the Companywill indemnify, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify defend and hold harmless the Company, the Company and its Subsidiaries and its and their Representatives from and against any claimand all liabilities, lossobligations, damagelosses, injurydamages, liabilityclaims, judgmentcosts, awardexpenses, penaltyawards, fine, Tax, cost (including cost judgments and penalties suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or the with any Parent Financing and any information used in connection 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. (c) Notwithstanding the requirements of this Section 5.16, (i) none of the Company or any of the Company’s Subsidiaries will be required to pay or commit to pay any commitment or other fee or incur any other liability (including any guarantee, indemnity or pledge) for the Financing prior to the Effective Time, except fees that are promptly reimbursed by Parent and (ii) nothing in this Section 5.16 will require the Company or any of its Subsidiaries to provide any information or take any action, the disclosure or taking of which would violate applicable Law, any fiduciary duty, any Contract or obligation of confidentiality owing to a third-party, or jeopardize the protection of the attorney-client privilege (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents on the basis of any such Law, duty, Contract, obligation or privilege, shall withhold only that portion of such information that is reasonably necessary to be withheld to not violate applicable Law, duty, Contract or obligation and to preserve attorney-client privilege, and thereafter the Company shall use its reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such Law, duty, Contract or obligation or waive attorney-client privilege).

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05Closing, Windstream, New Uniti, New Windstream LLC, HoldCo and unless otherwise agreed by Parent, the Company will Merger Sub agree to use its reasonable best efforts to cooperate with Parent provide, and its Affiliates as reasonably requested by Parent shall cause their respective Subsidiaries and representatives to use reasonable best efforts to provide, customary cooperation in connection with Parent’s (x) the arrangement and consummation of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by including the Debt LettersFinancing) or (y) any other financing or filing of any registration statement which Uniti, in its sole discretion, elects to pursue to the extent that such financing or filing is permitted pursuant to ‎Section 6.01 (any financing or filing described in this clause (y). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance noticecollectively, for participation a “Permitted Transaction”), in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents each case as may be reasonably requested by Parent Uniti, at Uniti’s sole cost and expense, including: (i) taking all actions reasonably necessary to consummate common equity financing issued by New Uniti (solely in the event that Uniti elects to consummate the Financing in such a manner), including by causing New Uniti to issue equity securities, or agree to issue equity securities; provided that New Uniti shall not be obligated to take any Financing Party, in each case, with respect to information relating to such action that is not conditioned upon the Company and its Subsidiaries in connection with customary marketing efforts occurrence of Parent and its Affiliates for all or any portion of the FinancingClosing; (ii) furnish Parent solely in connection with a registered offering or offering made in reliance on Rule 144A of the 1933 Act (a “Rule 144A Offering”) of equity securities or securities convertible into equity securities, furnishing Uniti and/or the Debt Financing Sources, as applicable, as promptly as reasonably practicable, with audited and the Financing Parties with copies of such interim financial statements (subject to their completion and availability) and any other financial data with respect to and information of the Company and its Subsidiaries which is prepared type required by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X and Regulation S-K under the Securities Act or of 1933the type and form customarily included in documents for the Financing or any Permitted Transaction, as amendedexcluding, and identify for the avoidance of doubt, any such financial information as suitable for distribution to “public side” lenderspro forma financing statements; (iii) request that solely in connection with a registered offering or Rule 144A Offering of equity securities or securities convertible into equity securities, other documents and information regarding Windstream and its Subsidiaries required or reasonably requested in connection with the Company’s independent accountants participate delivery of any customary negative assurance opinion, (iv) (x) participating in drafting sessions a reasonable number of meetings (including customary one-on-one meetings with the prospective purchasers and accounting underwriters, representatives or other agents of Uniti), presentations, road shows, due diligence sessions and cooperate sessions with prospective lenders, investors and ratings agencies that are customary for financings of a type similar to the Debt Financing, and making available members of senior management and representatives of Windstream with appropriate seniority and expertise therefor, and (y) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors; (v) assisting in the preparation of any customary offering documents, private placement memoranda, lender presentations, bank information memoranda, rating agency presentations, offering memoranda, prospectuses and similar documents reasonably requested by Uniti in connection with the Financing or any Permitted Transaction; (including as set forth in the Debt Letters as in effect on the date of this Agreementvi) or solely in connection with a customary registered offering or Rule 144A Offering of equity securities or securities convertible into equity securities, including the type described in the Commitment Letter, consistent with their causing Windstream’s auditors to deliver drafts of customary practicecomfort letters, including requesting as to customary negative assurances and change period, confirming that they provide customary consents and such auditors are prepared to issue any such comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of the Company, to the extent required letter reasonably requested in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing thereforPermitted Transaction, and provide customary management letters obtaining consents of Windstream’s auditors for use of their reports in connection with any materials relating to the foregoing; (iv) furnish to legal counsel of Parent Financing or any Permitted Transaction and to legal counsel of any Financing Party such information be named as may be reasonably requested by such counsel experts in connection with any legal opinion that such counsel may be required filings made by Uniti pursuant to deliver in connection with such Financingthe 1933 Act or the 1934 Act where any of the Windstream Audited Financial Statements or any other financial data and information are included or incorporated by reference; and (vvii) furnish Parent reasonably cooperating with the marketing efforts of Uniti and its Debt Financing Sources or other financing sources for the Financing Parties, within five (5) Business Days following written request, such documentation and other information as or any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsPermitted Transaction, including without limitation ensuring that any syndication efforts benefit materially from the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery existing lending and investment banking relationships of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requestWindstream. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) foregoing, nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2i) unreasonably disrupt or interfere with the ongoing business or operations of Windstream and its Subsidiaries or obligate Windstream to provide, to produce or prepare financial information that is not reasonably available or prepared by Windstream in the Company or the Company Subsidiariesordinary course of business, (3ii) require conflict with or violate the Company organizational documents of any of Windstream or any of its Subsidiaries or any Applicable Law or result in the Company contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which any of Windstream or any of its Subsidiaries is a party, (iii) cause Windstream or any of its Subsidiaries to enter into breach any representation, warranty, covenant or approve agreement in this Agreement or (iv) require Windstream or any agreement of its Subsidiaries to (x) agree to pay any fees or reimburse any expenses prior to the Effective Time unless such fees and expenses are subject to the expense reimbursement provisions set forth in the penultimate sentence of this paragraph below or to incur any other documentation liabilities that are effective prior to the Closing or agree Effective Time (except to the extent such liabilities are subject to the indemnity set forth in the final sentence of this paragraph below), (y) give any change or modification of any existing agreement or other documentation indemnities that would be are effective prior to the Closing Effective Time (except to the extent such indemnities are subject to the indemnity set forth in the final sentence of this paragraph below), or (4z) require deliver any certificate or take any other action that would reasonably be expected to result in personal liability to a director, officer or other personnel (other than customary representation letters delivered to Windstream’s auditors in connection with the Companydelivery of a comfort letter or consent from such auditor), deliver any legal opinion or otherwise provide any information or take any action to the extent it could result in (A) a loss or waiver of any privilege or (B) the disclosure of any trade secrets, customer-specific data or competitively sensitive information not otherwise required to be provided under this Agreement or the violation of any confidentiality obligation; provided that Windstream shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, Windstream shall, to the extent permitted by such confidentiality obligations, notify Uniti if any such information that Uniti has specifically identified and requested is being withheld as a result of any such obligation of confidentiality. Uniti shall, promptly after written request by Windstream, reimburse Windstream and its Subsidiaries for all costs and expenses (including, to the extent incurred at the request or consent of Uniti, reasonable attorneys’ fees) incurred by Windstream or any of its Subsidiaries prior to the Effective Time in connection with the Financing or any Permitted Transaction, including the cooperation contemplated by this ‎Section 7.07. Uniti shall indemnify Windstream, its Subsidiaries and their respective Representatives from, against and in respect of all losses, damages, claims, costs or expenses (including reasonable attorneys’ fees) actually suffered or incurred by any of them in connection with the Financing and any Permitted Transaction (including any offering memorandum, offering circular, registration statement, prospectus or other disclosure or offering document in connection with the Financing) to the fullest extent permitted by Applicable Law, except to the extent that any of the Company Subsidiaries foregoing arises from statements or omissions made in the Financing or any Permitted Transaction in reliance upon and in conformity with written information furnished by Windstream to Uniti used in connection therewith or the gross negligence or willful misconduct of, or material breach of their respective boards of directors (or equivalent bodies) to approve or authorize the Financingthis Agreement by, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the CompanyWindstream, its Subsidiaries, or any of their respective Representatives under any certificatepre-Closing Representatives, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingas applicable. (c) Parent shall (i) promptly upon request by Windstream consents to the Company, reimburse the Company for all use of its fees logos in connection with the Financing and expenses (including fees and expenses of counsel and accountants) incurred by the Companyany Permitted Transaction; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage Windstream. Notwithstanding any of the Company Subsidiaries, other provision set forth herein or in any other agreement between Uniti or any of its Affiliates and Windstream or their Representatives any of its Affiliates, Uniti may, upon reasonable request and with the written consent of Windstream (such consent not to be unreasonably withheld, delayed or conditioned) share non-public or confidential information regarding Windstream and its businesses with the Debt Financing Sources, and Uniti, its Affiliates and the Debt Financing Sources may share such information with potential financing sources in connection with any cooperation contemplated by marketing efforts (including any syndication) in connection with the Financing; provided, however, that Uniti shall use its best efforts to assure confidential treatment of such information. (d) Notwithstanding anything in this Agreement to the contrary, Windstream, New Uniti, New Windstream LLC, HoldCo and Merger Sub shall be deemed to have complied with Section 5.05 7.07(a) as it applies to any Permitted Transaction unless (i) Windstream, New Uniti, New Windstream LLC, HoldCo and Merger Sub have willfully and materially breached Section 7.07(a), (b) Uniti has notified Windstream in writing of such breach with reasonably sufficient time to cure such breach and (iic) indemnify and hold harmless Windstream, New Uniti, New Windstream LLC, HoldCo and/or Merger Sub, as applicable, has failed to cure such breach reasonably promptly following receipt of the Companynotice referred to in clause (b) above, the Company Subsidiaries and its and their Representatives against any claimand, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection witheach case, such cooperation or failure to cure is the Financing and any information used in connection therewithproximate cause of Uniti not consummating such Permitted Transaction, as applicable.

Financing Cooperation. (a) 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 5.05The Company shall, and unless otherwise agreed by Parent, the Company will shall cause its Subsidiaries to (and shall use its reasonable best efforts to cooperate with Parent cause its and their respective Representatives to), use its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using and their respective reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents to provide all cooperation as may be reasonably requested by Parent in arranging, obtaining and syndicating any third party indebtedness for borrowed money to be raised by Parent or its Subsidiaries for the purpose of financing the aggregate Merger Consideration and any Financing Partyother amounts required to be paid in connection with the consummation of the transactions contemplated hereby and all related fees and expenses of Parent and Merger Sub (any such debt financing, the “Financing”). Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to (and shall use its reasonable best efforts to cause its and their respective Representatives to), use its and their respective reasonable best efforts to (i) upon reasonable advance notice and during normal business hours, make senior management, external auditors and advisors of the Company and its Subsidiaries available to participate in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with proposed lenders, lead arrangers and/or other agents or lenders for the Financing, and in sessions with rating agencies, (ii) provide reasonable assistance with the preparation of customary materials (to the extent relating to the Company or its Subsidiaries) for lender presentations, rating agency presentations, confidential information memoranda and similar documents customary or reasonably required in connection with the Financing, including the marketing and syndication thereof, in each casecase as may be reasonably requested by Parent, (iii) on an ongoing basis, and in any event prior to the Effective Time, furnish Parent and its Financing Sources with respect to such customary financial statements, schedules or other financial data or information reasonably requested by Parent regarding the Company and its Subsidiaries, (iv) promptly furnish Parent and its Financing Sources with such other financial, due diligence and other information relating to the Company and its Subsidiaries in connection with as reasonably requested by the Parent or its Financing Sources from time to time or which is customary marketing efforts of Parent and its Affiliates reasonably necessary for all or any portion the completion of the Financing; , (iiv) furnish Parent and the Financing Parties with copies of such financial data with respect use reasonable best efforts to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (iii) request that cause 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, to provide reasonable assistance to Parent consistent with their customary practice, including requesting (vi) furnish to such Financing Sources at least five Business Days prior to Closing all information regarding the Company and its Subsidiaries that they provide customary consents and comfort letters (including “negative assurance” comfort), including in respect of historical financial statements of the Company, to the extent is required in connection with, and in accordance with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Lettersterms of, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Patriot Act. provided, furtherto the extent requested by any Financing Source in writing at least 10 Business Days prior to Closing and (vii) provide customary authorization letters authorizing the distribution of information to prospective lenders, subject to customary terms and conditions, and containing a customary representation to the Financing Sources which are arranging or providing the portion of the Financing constituting syndicated credit facilities that nothing in this Agreement shall require such information does not contain a material misstatement or omission and containing a customary representation to such Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company to cause the delivery of (1) legal opinions and its Subsidiaries or reliance letters its or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requesttheir securities. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly promptly, upon written request by the Company, reimburse (or cause to be reimbursed) the Company and its Subsidiaries for all of its fees reasonable and documented out-of-pocket costs and expenses (including fees but, for the sake of clarity, excluding the costs of the Company’s preparation of its annual and expenses of counsel and accountantsquarterly financial statements) incurred by the Company, any of the Company Subsidiaries, or any of its Subsidiaries or their respective Representatives in connection with any the Financing, including the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 5.05 5.17(a), and (ii) shall indemnify and hold harmless the Company, the Company its Subsidiaries and its their respective Representatives from and their Representatives against any claimand all losses, lossdamages, damageclaims, injuryinterest, liabilityawards, judgmentjudgments, awardpenalties, penalty, fine, Tax, cost (including cost costs or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the arrangement of the Financing and any information used in connection therewith, except with respect to (i) any information provided in writing by the Company or any of its Subsidiaries to Parent or any Financing Source for use in connection with the Financing or (ii) any fraud or willful breach by any such persons, as determined by a final, non-appealable judgment by a court of competent jurisdiction.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its reasonable best efforts efforts, and shall cause its Subsidiaries and their respective Representatives to cooperate with Parent and its Affiliates as use reasonable best efforts, to provide customary cooperation for debt financings similar to the Debt Financing, to the extent reasonably requested by Parent or Merger Sub in writing and at Merger Sub’s sole expense (other than Excluded Costs), in connection with Parent’s the arrangement or consummation of the Debt Financing (whichprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using reasonable best efforts to: (i) make appropriate officers reasonably availablecause management of the business of the Company, with appropriate seniority and expertise, to assist in the preparation for and participate in a reasonable number of customary investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), presentations, road shows, due diligence and drafting sessions and sessions with rating agencies and accountants, at reasonable times and with reasonable advance notice, for participation and in each case which shall be virtual unless otherwise agreed to by the Company; (ii) to the extent required by the Debt Financing, to facilitate the pledging and the granting and perfection of security interests in collateral of the Company, effective no earlier than the Closing; (iii) provide at least three (3) Business Days prior to the Closing Date all documentation and other information required by bank meetingsregulatory authorities under applicable “know-your-customer”, due diligence sessionsanti-money laundering rules and regulations and beneficial ownership rules and regulations, meetings including the USA PATRIOT Act and 31 C.F.R. § 1010.230, relating to the Company or any of its Subsidiaries, in each case as reasonably requested by Parent at least nine (9) Business Days prior to the Closing Date; (iv) to the extent reasonably requested by ▇▇▇▇▇▇, provide reasonable and customary assistance to Merger Sub in obtaining corporate and facilities credit ratings with ratings agencies respect to the Debt Financing; (v) assist in the preparation of, and road showsfacilitate the execution and delivery at the Closing of, Definitive Agreements, including schedules, guarantee and collateral documents and customary closing certificates to the extent required by the Debt Commitment Letter (including a solvency certificate in the form set forth on Annex I to Exhibit C of the Debt Commitment Letter); (vi) facilitate in the taking of all corporate and other similar actions, subject to and contingent upon the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing on the Closing Date; it being understood that (A) no such corporate or other action will occur or take effect prior to the Closing and (B) any such corporate or other action will only be required of the directors, members, partners, managers or officers of the Company and its Subsidiaries who retain (or are appointed to) their respective positions as of and following the Closing; (vii) provide reasonable and customary assistance to Parent and the Debt Financing Source in the preparation of confidential information customary offering memoranda, private placement memoranda, prospectusesbank information memoranda, syndication memoranda, ratings agency presentations, lender presentations and similar documents as may be investor presentations (including (A) if reasonably necessary and requested by Parent the Debt Financing Sources, furnishing (x) records, data or other information reasonably available and necessary to support any Financing Party, statistical information or claims relating to the Company appearing in each case, such materials and (y) customary executed certificates of the chief financial officer (or other comparable officer) of the Company with respect to historical financial information (but not, for the avoidance of doubt, pro forma financial information) included in the materials and (B) providing customary authorization and representation letters authorizing the distribution of information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent to prospective lenders or investors and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data containing representations with respect to presence of or absence of material non-public information relating to the Company and its Subsidiaries which is prepared by and the accuracy of the information relating to the Company and its Subsidiaries contained therein) and other customary marketing materials for the Debt Financing; (viii) deliver the Required Information and such readily available other information regarding the Company as is reasonably requested by Parent or Merger Sub in connection with the ordinary course Debt Financing and solely to the extent such information is of business or the type customarily provided by a borrower in connection with similar debt financings to the Debt Financing and can be prepared by the Company without unreasonable effort or undue burden (it being understood and agreed that, notwithstanding anything to the contrary contained herein, the Company shall not be required to provide any Excluded Information); (ix) provide reasonable and customary assistance to Parent with any cost thereof to be promptly reimbursed by Parent’s preparation of projections and pro forma financial information (including pro forma financial statements) as is reasonably requested by Parent of the type customarily included in offering documents or any Financing Party and is customarily required marketing materials for the arrangement and syndication of debt financings similar to the Financing committed pursuant Debt Financing, it being agreed that the Company 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 fees and expenses relating to the Debt Lettersincurrence of such debt, including such information necessary to allow Parent to prepare (B) any post-Closing or pro forma financial statements cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in accordance connection with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify Debt Financing or (C) any such financial information as suitable for distribution related to “public side” lenders;Parent or any of its Subsidiaries; and (iiix) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Debt 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), including in respect of historical financial statements of the CompanySources’ due diligence, to the extent required in connection with the marketing customary and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requestreasonable. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other feesThe foregoing notwithstanding, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations none of the Company nor any of its Subsidiaries nor any of its or their respective Representatives shall be required to take or permit the Company Subsidiaries, taking of any action pursuant to this Section 6.16 or Section 6.18 that could (3i) require the Company or its Subsidiaries or any of its or their respective Representatives (collectively, the “Company Subsidiaries Cooperation Parties”) to pass resolutions or consents to approve or authorize the execution of the Debt Financing, any Debt Tender Offer or any Redemption or enter into into, execute or approve deliver any certificate, document, instrument or agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement certificate, document, instrument or agreement, in each case that are not conditioned on the occurrence of the Closing (other than the execution of customary authorization and representation letters in connection with the obligations set forth above, and the execution of any documents as expressly provided in Section 6.18); provided that (1) in no event shall the Company or its Subsidiaries be required to assume any expense in connection with the execution of such documents and (2) any action will only be required of the directors, members, partners, managers or officers of the Company and its Subsidiaries who retain (or are appointed to) their respective positions as of and following the Closing, (ii) cause any representation or warranty in this Agreement to be breached by any Company Cooperation Party or require any Company Cooperation Party to make a representation, warranty or certification that, in good faith determination of such Person, is not true, (iii) require any Company Cooperation Party to (A) pay any commitment or other documentation similar fee or incur any other expense, liability or obligation whatsoever other than, in the case of the Company and its Subsidiaries, (x) under customary authorization and representation letters and (y) any such fee, expense, liability or obligation that would is effective on or after the Closing or (B) require any Company Cooperation Party to enter into or approve any Debt Financing (other than, in the case of the Company and its Subsidiaries, any such approval that is conditioned on the occurrence of the Closing) or incur any obligation under any agreement, certificate, document or instrument (other than, in the case of the Company and its Subsidiaries, obligations that are effective only upon or after the Closing)or (iv) cause any director, officer, employee or stockholder or other Representative of the Company Cooperation Parties to incur any personal liability, (v) conflict with or violate the organizational documents of the Company Cooperation Parties or any applicable Laws or any applicable Order or result in the disclosure or access to any trade secrets or competitively sensitive information to third parties and/or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (vi) conflict or be effective reasonably expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which any of the Company Cooperation Parties is a party, (vii) [reserved], or (viii) provide or deliver any internal or external legal opinions by the Company Cooperation Parties (other than a Company Indenture Legal Opinion or Company Redemption Legal Opinion as expressly provided in Section 6.18), (ix) require any of the Company Cooperation Parties to consent to a pre-filing of UCC-1s or any other grant of Liens or that result in any Company Cooperation Party being responsible to any third parties for any representations or warranties prior to the Closing or (4x) require the Company, any of the Company Subsidiaries Cooperation Parties to prepare or deliver any Excluded Information. Nothing contained in this Section 6.16 or otherwise shall require the Company or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing shall or other financing or require any other Company Cooperation Party to be effective until an issuer or other obligor with respect to the ClosingDebt Financing or other financing or to incur any liability or expense whatsoever. (c) Parent shall (i) promptly upon request by shall, promptly, on the Company’s written request therefor, reimburse the Company Cooperation Parties for all of its fees and expenses (including fees and expenses of counsel and accountants) costs incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives Cooperation Parties in connection with any cooperation contemplated by fulfilling their respective obligations pursuant to this Section 5.05 6.16 and Section 6.18 (iiincluding all reasonable and documented out-of-pocket costs and attorneys’ fees and expenses) or otherwise in connection with marketing or arranging of the Debt Financing or any other financing of Parent or Merger Sub, any Debt Tender Offer or any Redemption, but in any event, excluding costs relating to ordinary course financial statement preparation, any litigation initiated by the Company or its Subsidiaries or controlled Affiliates in contravention of the requirements of Section 9.14 or financial reporting requirements or other costs that would have been incurred regardless of whether the Debt Financing occurred (collectively, “Excluded Costs”) and shall indemnify and hold harmless the Company, the Company Subsidiaries Cooperation Parties from and its and their Representatives against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liabilitycosts, judgment, award, penalty, fine, Tax, cost expenses (including cost of investigationattorneys’ fees and expenses), expense (including fees interest, awards, judgments and expenses of counsel and accountants) penalties suffered or settlement payment incurred as a result of, or by them in connection withwith the Debt Financing or any other financing of Parent or Merger Sub, such cooperation any Debt Tender Offer or the Financing any Redemption, any action taken by them pursuant to this Section 6.16 or Section 6.18 and any information used in connection therewiththerewith or used with the cooperation by the Company Cooperation Parties, except if such liabilities or other losses are the result of the fraud, gross negligence or willful misconduct of the Company Cooperation Parties. (d) The parties hereto acknowledge and agree that the provisions contained in this Section 6.16 represent the sole obligations of the Company Cooperation Parties with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent and/or Merger Sub with respect to the transactions contemplated by this Agreement and the Commitment Letters, and no other provision of this Agreement (including the Exhibits and Schedules hereto) or the Commitment Letters shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions or the availability of, or ability to access, any cash on hand of the Company or its Subsidiaries be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (e) All non-public or otherwise confidential information regarding the Company Cooperation Parties obtained by Parent and its Representatives shall be kept confidential in accordance with the Confidentiality Agreements; provided that Parent shall be permitted to disclose information as is consistent with customary practices in connection with the Debt Financing. Parent and its Affiliates shall have the right to use the name and logo of the Company or any of its Subsidiaries in connection with any Financing; provided, that such name and logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect in any material respect the Company, any of its Subsidiaries or any of its or their respective Affiliates or Representatives. (f) The Company shall obtain and deliver to Parent at least one (1) Business Day prior to Closing a customary payoff letter with respect to the Company Credit Agreement, executed by the applicable agents or lenders (or their duly authorized agent or representative) under the Company Credit Agreement, together with all required UCC-3 termination statements and any other customary documents required to evidence the discharge of the liens and security interests related thereto upon repayment by Parent or Merger Sub on the Closing Date of all “Obligations” (as defined in the Company Credit Agreement) in accordance with the terms of such payoff letter (in each case, with reasonable best efforts of the Company to share a draft of such payoff letter with Parent at least five (5) Business Days prior to the Closing); and (g) Notwithstanding anything to the contrary in this Agreement, the failure of the Company to comply with this Section 6.16 shall not give rise to the failure of a condition precedent set forth in Section 7.2(b) or a right to terminate this Agreement pursuant to Section 8.1(e) unless such failure is the result of a material breach by the Company of any provision of this Section 6.16 and is the proximate cause of Parent or Merger Sub being unable to obtain the proceeds of the Debt Financing at the Closing Date.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant The Company agrees to Section 8.01), subject to the limitations set forth in this Section 5.05provide such assistance, and unless otherwise agreed by Parent, the Company will use to cause its reasonable best efforts to cooperate with Parent Subsidiaries and its Affiliates and their respective Representatives to provide such assistance, with the Debt Financing as is reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts assistance shall include, but not be limited to: , the following: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation participating in bank a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions, meetings (ii) furnishing Parent and its lenders with ratings agencies all financial and road showsother information reasonably required by Parent’s lenders in connection with the Debt Financing, reasonable assistance including, the Required Financial Information, (iii) assisting Parent and its lenders in the preparation of (A) a customary bank information memorandum, confidential information memoranda, private placement memoranda, prospectuses, presentations memorandum and similar documents documents, including customary authorization or reliance letters, for the Debt Financing and (B) materials for rating agency presentations, (iv) cooperating with Parent to satisfy the conditions precedent to the Debt Financing to the extent within the control of the Company and reasonably requested by Parent, (v) assisting in the preparation of, and executing and delivering, definitive financing documents, including, customary closing certificates, as may be reasonably required in connection with the Debt Financing and other customary certificates and collateral security and guarantee documentation, as may be reasonably requested by Parent or any Financing PartyParent, in each case, with respect to information relating (vi) delivering to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; at least three (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (53) Business Days following written request, such prior to the Closing Date all documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including without limitation the PATRIOT U.S.A. Patriot Act. provided, further), that nothing has been reasonably requested in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared writing by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or Financing Sources at least eight (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) 8) Business Days prior to the date Closing Date, (vii) using commercially reasonable efforts to furnish Parent and its lenders as promptly as reasonably practicable with financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent, (viii) using commercially reasonable efforts to ensure that the Financing Sources benefit materially from existing lending and investment banking relationships of such request. the Company and (bx) Notwithstanding anything cooperating with Parent to the contrary contained extent within the control of the Company, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing; provided, that (w) the Company shall not be required to pay any fees (other than reasonable out of pocket expenses reimbursed by Parent hereunder) or incur any other liability or give any indemnity in this Agreement connection with the Debt Financing, (including x) no obligation of the Company under any agreement, certificate, document or instrument required to be delivered under this Section 5.05): 5.17(a) shall be effective until the Closing other than in respect of customary authorization or reliance letters, (iy) no Representative of the Company shall be required to take any action that could reasonably be expected to result in or cause any personal liability on the part of any Representative, and (z) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) will require the Company board of directors to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require the Company or any of the Company Subsidiaries to enter into or approve any agreement or other documentation effective prior to financing, including the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Debt Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating definitive documentation related thereto prior to the Financing shall be effective until the Closing. (c) . Parent shall (i) promptly upon request by the Company, reimburse the Company for all reasonable and documented out of its fees pocket costs and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any the Company’s cooperation contemplated by and compliance with this Section 5.05 and (ii) 5.17(a). Parent will indemnify and hold harmless the Company, the Company Subsidiaries and its Subsidiaries from and their Representatives against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and costs or expenses of counsel and accountants) actually suffered or settlement payment incurred as a result of, or by them in connection with, such cooperation or with the arrangement of the Debt Financing and any information used in connection therewith. Notwithstanding anything in this Section 5.17(a) to the contrary, the Company may refuse to provide any access, or to disclose any information, if the Company is advised in writing by its outside legal counsel that providing such access or disclosing such information would (A) violate applicable Law (including antitrust and privacy laws); provided, that, the Company shall provide such access or disclose such information to the greatest extent possible without violating applicable Law or (B) cause the loss of any attorney-client privilege; provided, that, if any information is withheld pursuant to the foregoing clause (B), the Company shall inform the Parent as to the general nature of what is being withheld and the parties shall use commercially reasonable efforts, such as entry into a customary joint defense agreement, to enable the Company to provide such information without causing the loss of any attorney-client privilege. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. (b) The Company shall obtain and deliver to Parent no later than two (2) Business Days prior to the Closing Date, an accurate and complete copy of a payoff letter, dated no more than five (5) Business Days prior to the Closing Date, with respect to the Company Debt and all amounts payable to the lender thereof necessary to (i) satisfy such Company Debt and all other amounts payable to the lender thereof in full as of the Closing and (ii) terminate and release any Liens related thereto.

Financing Cooperation. (a) From In the period between the date hereof until and the Closing (Date or the earlier termination of this Agreement pursuant Agreement, Seller will use commercially reasonable efforts to Section 8.01)provide, and cause the Company and it and their respective representatives to use their commercially reasonable efforts to provide, subject to the limitations set forth in this Section 5.056.2, and unless otherwise agreed by Parentat Buyer’s sole expense, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such Buyer such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, 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 Buyer that is customary in connection with customary marketing efforts of Parent and its Affiliates for all any effort by Buyer to obtain debt or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required other financing in connection with the marketing transactions contemplated hereby (the “Buyer Financing”), including (i) furnishing Buyer and syndication its actual and potential financing sources with financial and other pertinent information regarding the Company and the Covered Business as required by the definitive documents governing the Buyer Financing, (ii) participation in a reasonable number of 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 underwritten offering of securities of the type described in the Debt Lettersmeetings, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange drafting sessions, due diligence presentations, ratings agency sessions and road shows in connection with the Merger or any alternative financing therefor, Buyer Financing to the extent customary and provide customary management letters in connection reasonable and not unreasonably interfering with the foregoing; business of the Seller, (iviii) furnish to legal counsel assisting with the preparation of Parent marketing materials for rating agency presentations, offering documents, private placement memoranda, confidential and to legal counsel of any Financing Party such customary bank information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver memoranda and similar documents used in connection with such Buyer Financing, (iv) executing and delivering, as of the Closing Date, any pledge and security documents, other definitive financing documents, or other certificates or documents, in each case as applicable and to the extent reasonably requested by the Buyer; and provided that the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, and (v) furnish Parent as of the Closing Date, taking all corporate actions necessary to satisfy the conditions to consummation of the Buyer Financing and to permit the Financing Partiesproceeds thereof to be made available to Buyer. Notwithstanding the above, within five (5) Business Days following written requestall organizational actions shall be deemed to become effective only if and when the Closing occurs and shall be derived exclusively from the authority of, such documentation and shall only be taken by, the board of directors or other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require equivalent governing body of the Company as constituted after giving effect to cause the delivery of (1) legal opinions Closing. All non-public information or reliance letters or any certificate as other confidential information provided pursuant to solvency or any other certificate necessary for the Financing, other than as provided by this Section 5.05(a)(iii6.22(a), (2) any financial information for any period, including any audited financial information or any financial information prepared shall be kept confidential in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933Confidentiality Agreement, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period except that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, Buyer 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing Affiliates shall be effective until the Closing. permitted to disclose such information to potential syndicate members during syndication (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives allow such potential syndicate members to use such information in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigationsuch syndication), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, subject to customary confidentiality undertakings by such cooperation or the Financing and any information used in connection therewithpotential syndicate members.

Financing Cooperation. (a) From the date hereof of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parentaccordance with Article ‎VIII, the Company will shall use its reasonable best efforts to, and shall use reasonable best efforts to cooperate with Parent and cause its Affiliates as and each of its and their respective Representatives to use reasonable best efforts to, provide all customary cooperation reasonably requested by Parent in connection with Parent’s arrangement satisfying any conditions to the Financing set out in Part II of Schedule 2 of the Financing (whichAgreements and syndicating the Financing, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including but not limited to using reasonable best efforts to: to (i) make cause appropriate officers reasonably and employees of the Company to (A) be available, with appropriate on a customary basis and on reasonable advance notice, for participation to meet with prospective lenders, rating agencies and investors in bank meetings, presentations, road shows and due diligence sessions, sessions (including one-on-one meetings with ratings agencies the parties acting as lead arrangers or agents for, and road showsprospective lenders and purchaser of, the Financing and members of senior management and other Representatives of the Company) and (B) provide reasonable and timely assistance in with the preparation of confidential information memorandabusiness projections, private placement memoranda, prospectuses, rating agency presentations and similar documents materials, (ii) otherwise reasonably cooperate with the marketing efforts of Parent and the Financing Sources for any of the Financing, (iii) furnish Parent with timely financial and other pertinent information regarding the Company as may be reasonably requested by Parent or any Financing Partyto enable Parent to prepare pro forma financial statements, in each case, with respect to the extent customary and reasonably required pursuant to the Financing and to the extent reasonably available and in the possession of the Company, (iv) to the extent reasonably requested by Parent, assist Parent (including by participating in drafting sessions) in the timely preparation of offering or similar marketing documents required for the syndication of any of the Financing or any other alternative to all or any portion thereof, (v) provide customary authorization letters to the Financing Sources authorizing the distribution of information relating to the Company and its Subsidiaries in connection with to prospective lenders or investors (including customary marketing efforts of Parent 10b-5 and its Affiliates for all or any portion of the Financing; material non-public information representations) and (iivi) furnish furnishing Parent and the Financing Parties Sources promptly, and in any event no later than three Business Days prior to Closing, with copies of such financial data with respect all customary documentation and information reasonably requested at least ten Business Days prior to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver anticipated Closing Date in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT ActAct and the CDD Rule. providedSubject to the indemnity rights set forth herein, further, that nothing in this Agreement shall require the Company consents to cause the delivery reasonable use of (1) legal opinions the Company’s logos in connection with any Financing in a manner customary for such financing transactions, provided that such logos are used solely in a manner that is not intended to or reliance letters reasonably likely to harm or disparage the Company or any certificate as to solvency of its Affiliates or the reputation or goodwill of the Company or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information of its Affiliates or any financial information prepared in accordance with Regulation S-K of their respective products, services, offerings or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requestIntellectual Property Rights. (b) Notwithstanding anything If requested by Parent in writing, the Company and its Subsidiaries shall use its reasonable best efforts to deliver customary letters, terminations and releases related to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require payoff, satisfaction, discharge and/or defeasance of any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations existing Indebtedness of the Company or the Company Subsidiaries, (3) require the Company or any its Subsidiaries set forth on Section 6.18 of the Company Subsidiaries to enter into or approve Disclosure Letter (the “Debt Payoffs”); provided that any agreement or other documentation effective prior to such action NAI-1507512591v13 described above shall not be required unless it can be conditioned on the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any occurrence of the Closing. The Company shall, and shall cause its applicable Subsidiaries or any of to, use their respective boards of directors (or equivalent bodies) reasonable best efforts to approve or authorize the Financing, 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, or any of cause their respective Representatives under representatives to, provide cooperation reasonably requested by Parent in connection with any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the ClosingDebt Payoff. (c) Parent shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any Financing that is the subject of this Section ‎6.18 (iincluding any action taken in accordance with this Section ‎6.18) promptly and any information utilized, or the use or misuse of any Intellectual Property Rights of the Company or any of its Subsidiaries, in connection therewith. Parent shall promptly, upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) any cost, liability or expense incurred by the Company or any of its Affiliates in connection with the Company’s cooperation pursuant to this Section ‎6.18. Additionally, any such cooperation shall only be provided to the extent it is not (i) does not materially impact the operations of the Company Subsidiaries, and its Subsidiaries or (ii) a disclosure of any information to Parent or its Representatives that is reasonably likely to cause a violation of any Contract to which the Company or any of its Subsidiaries is a party, is reasonably likely to cause a risk of a loss of attorney-client privilege to the Company or their Representatives any of its Subsidiaries or that is competitively sensitive information (provided that the Company shall use its reasonable best efforts to allow for such access in connection a manner that does not result in such a violation of a Contract, the loss of attorney-client privilege or sharing of competitively sensitive information with individuals that would not be permitted under applicable Law). For the avoidance of doubt, the parties acknowledge and agree that neither the obtaining of the Financing as contemplated by Section ‎6.17 nor the provision of any cooperation or information contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of‎6.18 is, or in connection withwill be, such cooperation or a condition to effect the Financing and any information used in connection therewithMerger.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant Closing, in order to Section 8.01), subject to the limitations set forth assist Parent in this Section 5.05, and unless otherwise agreed by Parentobtaining its debt financing, the Company will shall, and shall use its reasonable best efforts to cause its Subsidiaries to, use and provide reasonable best efforts to cooperate with Parent and its Affiliates Merger Sub as reasonably requested by Parent that are customary in connection with the arrangement and implementation of Parent’s arrangement debt financing, including Parent’s expectation of the Financing (which, solely for purposes a public offering of this Section 5.05, shall include any alternative equity or Parent’s debt capital markets financings contemplated by the Debt Letters)securities. Such cooperation will include using reasonable best efforts to: by the Company shall include, at the reasonable request of Parent and Merger Sub, (i) make appropriate officers cooperation in the preparation of any offering memorandum, prospectus, bank book, ratings agency presentations or similar documents used in connection with the syndication and marketing of Parent’s debt financing; provided, that Parent is solely responsible for the content of any pro forma financial statements contained therein, (ii) furnishing Parent and its debt financing sources as promptly as reasonably availablepracticable after Parent’s request with the Required Financial Statements, with appropriate advance notice, for participation (iii) causing the Company’s senior management teams to participate in bank meetingsa reasonable number of lender presentations, due diligence sessions, meetings “road shows”, sessions with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent or any Financing Partymeetings with prospective lenders, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of upon reasonable advance notice, during normal business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amendedhours, and identify any such financial information as suitable for distribution at mutually agreed times, (iv) at least two (2) Business Days prior to “public side” lenders; Closing (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), including in respect of historical financial statements of the Company, to the extent required in connection with requested from the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within Company at least five (5) Business Days following written requestprior to the anticipated Closing), such providing all documentation and other information about the Company as any Financing Party may is reasonably requested by the Parent which Parent’s debt financing sources reasonably determine is required by regulatory authorities under with respect to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. providedAct and that is required by the debt financing sources associated with Parent’s debt financing or otherwise reasonably required or requested by the underwriters in connection with a public offering of Parent’s debt securities, further(v) solely to the extent constituting a condition to any of Parent’s debt financing sources’ obligations under the debt commitment letter (if any) associated with Parent’s debt financing, and as reasonably requested by Parent, using reasonable best efforts to facilitate the pledging of collateral and the granting of security interests in connection with Parent’s debt financing; provided that nothing no such action shall be effective until the Closing, (vi) assisting Parent in obtaining the cooperation of the independent accountants of the Company and its Subsidiaries, including with respect to the delivery of customary accountants’ consents and comfort letters (or an agreed upon procedures letter in lieu of a comfort letter) in connection with a public offering of Parent’s debt securities and (vii) assisting Parent in obtaining customary legal opinions, to the extent reasonably requested by Parent, to be delivered in connection with Parent’s debt financing or in connection with a public offering of Parent’s debt securities. (b) Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event shall “reasonable best efforts” of the Company, its Subsidiaries or their respective 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, (i) take any action to the extent it would unreasonably interfere with the business or operations of the Company or any of its Subsidiaries, (ii) pay any commitment or other similar fee in connection with Parent’s debt financing unless and until the Closing occurs, (iii) pass resolutions or consents to approve or authorize Parent’s debt financing or the execution and delivery of 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, agree to pay any commitment, financing or other fees or reimburse any expenses or to approve the execution or delivery of any document or certificate in connection with Parent’s debt financing, (iv) deliver any financial statements or other information for any period that is not otherwise specifically required hereunder or prepare any pro forma financial statements, adjustments, or projections, (v) take any action that will conflict with or violate their formation or organizational documents or any legal requirements or 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 each case prior to the Closing) (it being understood that the foregoing shall not prevent such Persons from seeking any consents reasonably requested by Parent in connection with Parent’s debt financing), (vi) 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 incurring personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to Parent’s debt financing, (vii) 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), (viii) incur any liability (or cause its directors, officers or employees to incur any liability) under Parent’s debt financing prior to the Closing Date, (ix) cause the delivery of (1) any legal opinions or reliance opinions, any authorization letters or any certificate as to solvency by the Company or its Subsidiaries, (x) prepare a description of any portion of Parent’s debt financing (including any “description of notes”) or other information customarily prepared by Parent or its counsel or Parent’s debt financing sources or underwriters or their counsel, or (xi) prepare any “risk factors” relating to any component of the financing included in any offering memorandum, prospectus or other offering document. (c) Parent acknowledges and agrees that none of the Company, its Subsidiaries or any other certificate necessary for of their respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, and shall not be required to incur any liability (personal or otherwise) to any Person under or in connection with, the Financingarrangement of Parent’s debt financing that Parent may raise in connection with the transactions contemplated by this Agreement, other than as provided by Section 5.05(a)(iii)and that Parent shall indemnify and hold harmless the Company, (2) any financial information for any period, including any audited financial information its Subsidiaries or any of their respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) from and against any and all losses, liabilities, costs or expenses suffered or incurred by them in connection with the arrangement of Parent’s debt financing, any cooperation efforts set forth herein and any information prepared utilized in connection therewith. If this Agreement is validly terminated in accordance with Regulation Sits terms for any reason, Parent shall promptly reimburse the Company for all out-K of-pocket costs or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared expenses incurred by the Company and its Subsidiaries in connection with respect to such period, other than as cooperation provided by for in this Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request6.06. (bd) Notwithstanding anything to the contrary in this Agreement, no breach or other failure to comply with this Section 6.06 by the Company, its Subsidiaries, the Representative or their respective representatives shall be taken into account for purposes of determining the accuracy of the representation and warranty contained in Section 5.08. The Company, its Subsidiaries, the Representative and their respective representatives will be deemed to be in compliance with this Section 6.06, and Parent shall not allege that the Company, its Subsidiaries, the Representative or their respective representatives is or has not been in compliance with this Section 6.06, unless and until Parent provides written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner (to the extent such breach may be so cured), which failure to comply has not been cured within five Business Days from receipt of such written notice. Notwithstanding anything to the contrary contained in this Agreement (including Agreement, the condition set forth in Section 3.01(b), as it applies to the Company’s and the Representative’s obligations under this Section 5.05): (i) nothing in this Agreement (including 6.06, shall be deemed satisfied if the Company’s and/or its Subsidiaries’ breach(es), if any, of its obligations under this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors 6.06 did not cause (or equivalent bodieswas not a material factor in causing) the failure of Parent to approve or authorize the Financing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, obtain its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingdebt financing. (ce) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, each of Parent shall (i) promptly upon request by and Merger Sub acknowledges and agrees that its obligation to consummate the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation transactions contemplated by this Section 5.05 Agreement on the terms and (ii) indemnify and hold harmless subject to the Companyconditions set forth herein are not conditioned upon the availability or consummation of any debt financing, the Company Subsidiaries and its and their Representatives against availability of any claimalternate debt financing, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost the availability of investigation), expense (including fees and expenses any equity financing or receipt of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewithproceeds therefrom.

Financing Cooperation. (a) From the date hereof until and ending at the earlier of (i) the Closing Date and (or the earlier ii) termination of this Agreement pursuant to Section 8.01)8.1, subject to the limitations set forth in this Section 5.05Company shall, and unless otherwise agreed shall cause each of its Subsidiaries to, cooperate and cause the respective officers, employees and advisors, including legal and accounting, of the Company and each of its Subsidiaries to provide to Parent and/or Merger Sub, at Parent’s sole expense, such reasonable cooperation in connection with the arrangement of the Debt Financing as is customary and may be reasonably requested by Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance upon reasonable notice, for participation participate in bank meetings, a reasonable number of meetings and presentations with prospective lenders or investors and due diligence and drafting sessions, meetings ; (ii) assist with ratings agencies and road shows, reasonable assistance in the preparation of confidential materials for bank information memoranda, private placement memorandamemoranda or prospectuses and similar documents reasonably necessary in connection with the Debt Financing (including executing customary authorization letters); provided, prospectuseshowever, that prior to the consummation of the transaction hereunder, neither the Company nor its Subsidiaries will be required to issue any securities; provided, further, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor(s); (iii) prepare and furnish to Parent or Merger Sub and the Financing Sources as promptly as practicable all Required Information and to the extent customary and not unreasonably interfering with the business of the Company, provide reasonable access as necessary for completion of an initial field exam, appraisals and audits in connection with the borrowing base for the asset based loan component of the Debt Financing; (iv) have the Company designate members of senior management of the Company to participate in a reasonable number of presentations and similar sessions, upon reasonable advance notice, with rating agencies in connection with the Financing, including direct contact between such senior management of the Company and its Subsidiaries and the Financing Sources and other potential lenders in the Financing; (v) assist Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters; (vi) assist in the preparation of, and execute and deliver, definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required by the Financing (including a certificate of an appropriate officer of the Company with respect to solvency of the Company and its Subsidiaries on a consolidated basis to the extent required by the Financing Sources) and other customary documents as may be reasonably requested by Parent and that are not effective until as of or any after the Closing; (vii) assist the Financing Party, Sources in each case, with respect to information relating to benefiting from the existing lending relationships of the Company and its Subsidiaries Subsidiaries; (viii) request from the Company’s existing lenders such customary payoff letters and lien release and termination documentation in connection with customary marketing efforts of refinancings as reasonably requested by Parent in connection with the Financing and its Affiliates for all or any portion of the Financing;collateral arrangements; and (iiix) furnish Parent and the Financing Parties Sources with copies of such financial data all documentation and other information required by Governmental Entities with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Debt Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation pursuant to the PATRIOT Actrequirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); provided, furtherhowever, that nothing in this Agreement shall require the Company shall not be required to provide, or cause the delivery any of (1) legal opinions or reliance letters or any certificate as its Subsidiaries to solvency or any other certificate necessary for the Financingprovide, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X cooperation under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): 6.11(e) that: (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2u) unreasonably interfere interferes with the ongoing business or operations of the Company or the Company Subsidiaries, (3) require the Company or any of its Subsidiaries; (w) causes any representation or warranty in this Agreement to be breached; (x) causes any closing condition set forth in Article VII to fail to be satisfied or otherwise causes the breach of this Agreement; (y) requires the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its organizational documents or any Law and for which it would be subject to liability for which it is not indemnified hereunder; or (z) requires (i) the Company, any of its Subsidiaries or their respective pre-Closing directors, officers, managers, general partners or employees to execute, deliver or enter into into, or approve perform any agreement agreement, document or other documentation effective prior instrument, including any Debt Financing Document, with respect to the Debt Financing or (ii) the pre-Closing directors, managers and general partners of the Company and its Subsidiaries to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case of clauses (z)(i) and (z)(ii), that is not contingent upon consummation of the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require Effective Time. The Company hereby consents to the reasonable use of the Company’s and the Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From Parent shall and shall cause its Affiliates and its and their Representatives to use their respective reasonable best efforts to arrange debt financing of Parent or any of its Affiliates necessary to be obtained in connection with the date hereof until transactions contemplated hereby (the "Financing"). (b) Prior to the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentDate, the Company will shall use its reasonable best efforts to cooperate with Parent provide, and to cause its Affiliates Subsidiaries and Representatives to provide, to Parent, in each case at Parent's sole expense, such reasonable cooperation as is customary and reasonably requested by Parent in connection with Parent’s the arrangement of the Financing (whichFinancing, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using its reasonable best efforts to: to (i) make appropriate officers reasonably available, furnish Parent and its financing sources with appropriate advance notice, for participation information regarding the Company and its Subsidiaries of a type and form customarily included in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent or any Financing Party, in each case, an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to such financing or required in a registration statement on Form S-1 by Regulation S-X and Regulation S-K under the Securities Act (including pro forma financial information, provided that it is understood that assumptions underlying the pro forma adjustments to be made are the responsibility of Parent) for registered offerings of debt securities, and information relating to the Company and its Subsidiaries customary for use in connection information documents with customary marketing efforts respect to the placement, arrangement or syndication of Parent and its Affiliates for all or any portion loans of the Financing; type contemplated by such financing, as applicable (ii) furnish Parent and the Financing Parties with copies of such financial data including using reasonable best efforts to deliver to Parent, with respect to the Company and its Subsidiaries Subsidiaries, (A) audited consolidated balance sheets and related consolidated statements of income, shareholder's equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date, and (B) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 35 days prior to the Closing Date, which is financial statements shall be prepared by on a basis consistent with and shall otherwise comply with the requirements set forth with respect to financial statements of the Company in Section 3.05(b)) (information required to be delivered pursuant to this clause (i) being referred to as the ordinary course "Required Financial Information"), (ii) cause its senior management to be available for and participate in a reasonable number of business requested meetings (including customary one-on-one meetings (or can be prepared conference calls in lieu thereof) that are requested in advance with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, such financing and the Company's senior management and representatives), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and Parent's financing sources in connection with such financing, (iii) assist with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with such financing, (iv) request its independent auditors to provide reasonable assistance to Parent (including by providing consent to Parent to prepare and use their audit reports relating to the Company without undue burden and any necessary "comfort letters" (including "negative assurance"), in each case, on customary terms in connection with any cost such financing), (v) take all corporate actions, subject to the occurrence of the Closing Date, reasonably requested by Parent to permit the consummation of such financing and to permit the proceeds thereof to be promptly reimbursed made available to Parent at the Closing Date, (vi) cooperate reasonably with Parent's financing sources' due diligence, to the extent customary and reasonable, (vii) arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered on the Closing Date providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by Parentthe definitive agreements in respect of such financing to be paid off, discharged and terminated on the Closing Date, (viii) provide customary materials that facilitate the perfection or enforcement of liens on the assets of the Company or any of its Subsidiaries pursuant to such agreements as is may be reasonably requested for such financing, (ix) to the extent reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Lettersits financing sources, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) its financing sources at least three Business Days following written request, such prior to the Closing Date with all documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities Governmental Entities with respect to such financing under applicable “"know your customer” " and anti-money laundering rules and regulations, including without limitation (x) cooperate with the PATRIOT Act. providedmarketing efforts of Parent and its financing sources and (xi) provide requested customary authorization letters to Parent's financing sources and (xiv) at the reasonable request of Parent, furtherfile a report on Form 8-K with the SEC disclosing information identified by Parent relating to the Company and its Subsidiaries for purposes of permitting such information to be included in marketing materials or memoranda for such financing to be provided to potential investors who do not wish to receive material non-public information with respect to the Company and its Subsidiaries, that nothing in which information shall be subject to the approval of the Company, not to be unreasonably withheld, delayed or conditioned (any such filing a "Company Financing Filing"). (c) In no event shall this Agreement shall Section 6.11 require the Company or any of its Subsidiaries to cause the delivery of (1) legal opinions bear any cost or reliance letters expense, pay any fee, enter into any definitive agreement or incur any other liability prior to the Closing in connection with any debt financing of Parent or any certificate as to solvency or any other certificate necessary for of its Affiliates in connection with the Financing, other than as provided by Section 5.05(a)(iii)transactions contemplated hereby, (2) take any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation actions to the extent that it such actions would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company and its Subsidiaries, (3) require 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, the certificate of incorporation and bylaws or comparable organizational documents of the Company or any of its Subsidiaries, any Applicable Law or any Contract to which the Company or any of its Subsidiaries is a party, (4) cause or facilitate the Company Board or any board of directors or equivalent bodies of any of the Company Subsidiaries to enter into approve or approve adopt any agreement Financing or other documentation effective agreements related thereto (or any alternative financing) at or prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.Effective Time or

Financing Cooperation. (a) Buyer shall use commercially reasonable efforts to complete, obtain and consummate an agreement with its lenders whereby certain lender parties will commit to lend an amount to Buyer for the purpose of funding the transactions contemplated by this Agreement (the “Financing”). From the date hereof until the earlier of the Closing (or Date and the earlier termination of this Agreement pursuant Agreement, the Seller Parties agree to Section 8.01), subject use their commercially reasonable efforts to the limitations set forth in this Section 5.05provide, and unless otherwise agreed by Parentcause their respective management, the Company will agents and Representatives to use its their respective commercially reasonable best efforts to cooperate promptly provide, such assistance with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, 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 in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or ▇▇▇▇▇, including: (i) furnishing Buyer with (x) any Financing Party and is customarily required financial information (provided, that Buyer shall be responsible for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare preparing any pro forma financial information and any projections, risk factors or other forward-looking statements in accordance with Article 11 relating to the Financing) and (y) other information regarding the Business conducted at or by the Acquired Facilities or the Purchased Assets or Assumed Liabilities as is reasonably necessary to satisfy a condition to the initial funding of Regulation S-X under the Securities Act of 1933, as amended, and identify any Financing or such other financial information as suitable for distribution customarily provided to “public side” lenders; lenders in connection with similar financings, (ii) upon reasonable notice, procuring the participation by members of management at reasonable times in a reasonable number of meetings, conference calls and presentations with prospective lenders and investors (and in the preparation of materials in connection therewith), (iii) request that facilitating (x) the Company’s independent accountants participate granting of Encumbrances (and perfection thereof) in drafting sessions collateral and accounting due diligence sessions (y) the preparation of any definitive financing documents and cooperate with certificates, as may be necessary to satisfy a condition to 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), including in respect of historical financial statements initial funding of the CompanyFinancing, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and furnishing no later than four (v) furnish Parent and the Financing Parties, within five (54) Business Days following written request, such prior to the Closing Date all documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities any Governmental Authority or financing party under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities U.S.A. Patriot Act of 19332001 and the requirements of 31 C.F.R. § 1010.230, as amended, in any case in a form not customarily prepared to the extent reasonably requested by the Company with respect to such period, other than as provided by Section 5.05(a)(ii▇▇▇▇▇ at least nine (9) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) Business Days prior to the date Closing Date and (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in the definitive document relating to the Financing to the extent satisfaction of such request. condition requires the cooperation of the Seller Parties; provided, that in each case in clauses (ba)(i) Notwithstanding anything to the contrary contained in this Agreement through (including this Section 5.05): v), that (iA) nothing in this Agreement (including this Section 5.05) 6.17 shall require any such cooperation to the extent that it would conflict with or violate the organizational documents of any Seller Party or applicable Law or any Contract to which any Seller Party is a party as identified to Buyer in writing, (1B) require the Company in no event shall any Seller Party (or their respective governing bodies) be required to pay any commitment adopt resolutions, consents or other feesapprovals with respect to the agreements, reimburse any expenses or otherwise incur any liabilities or give any indemnities documents and instruments pursuant to which the Financing is obtained, in each case that are effective prior to the consummation of the Financing at the Closing, (2C) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, no Seller Party (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (directors, officers, employees or equivalent bodiesAffiliates) shall be required to approve execute and deliver any financing agreements or authorize other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing, and (iiD) no actionnothing in this Section 6.17 shall obligate any Seller Party to take any actions that would unreasonably interrupt the normal course of business of any Seller Party, (E) nothing in this Section 6.17 shall obligate any Seller Party to take any action that could result in any such Person incurring any liability with respect to the matters relating to the Financing or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or cause any of their respective Representatives under directors, officers, employees or Affiliates to incur any certificate, agreement, arrangement, document or instrument relating to personal liability in connection with the Financing. (b) If any portion of the Financing becomes unavailable on the terms and conditions reasonably acceptable to Buyer, Buyer shall be effective until promptly (and, in any event, within two (2) Business Days of obtaining knowledge thereof) notify Seller and shall use its commercially reasonable efforts to obtain alternative financing (an “Alternative Financing”) that is sufficient to enable Buyer to consummate the Closingtransactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Buyer shall promptly deliver to Seller correct copies of all commitment letters, exhibits, annexes, schedules, term sheets, and other agreements pursuant to which any such Alternative Financing shall have been committed. (c) Parent Prior to the Closing, Buyer shall (i) promptly upon request by keep Seller reasonably informed with respect to all material developments concerning the CompanyFinancing, reimburse the Company including if for any reason ▇▇▇▇▇ believes in good faith that it is reasonably likely that it will not be able to obtain all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, or any portion of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewithFinancing.

Financing Cooperation. (a) From the date hereof until through the Closing (Date, the Parties shall use commercially reasonable efforts to secure at the Closing one or more financing commitments in the earlier termination form of this Agreement pursuant to Section 8.01)private placement transactions with institutional investors, subject backstops against exercises of SPAC Shareholder Redemption Rights, non-redemption agreements, or any other form of equity or equity-related financing, in each case on commercially reasonable and market-based terms reasonably acceptable to the limitations set forth SPAC and the Company, acting together in this Section 5.05, and unless otherwise agreed by Parentgood faith (the “Closing Offering”). In the event that the Closing Offering is structured as a private placement transaction, the Company and SPAC shall mutually select and agree upon a proposed list of potential investors for the Closing Offering. The subscription or other agreements relating to the Closing Offering will (i) be in a form mutually acceptable to the Parties, (ii) include the Company as a third-party beneficiary thereto, and (iii) close contingent upon and immediately prior to the Closing. In furtherance of the foregoing, the Parties shall use its commercially reasonable best efforts to identify sources of financing for the Closing Offering and to mutually negotiate the underlying subscription, financing and similar agreements and reasonably cooperate with Parent and its Affiliates as reasonably requested by Parent in a timely manner in connection with Parent’s arrangement of any such efforts, including (x) by providing such information and assistance as the Financing other Parties may reasonably request, (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (iy) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies granting such access to potential investors and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents their respective representatives as may be reasonably requested by Parent or any Financing Partynecessary for their due diligence, and (z) participating in each casea reasonable number of meetings, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data presentations, road shows, drafting sessions, due diligence sessions with respect to the Company Closing Offering. All such cooperation, assistance and its Subsidiaries which is prepared by the Company in the ordinary course of access shall be granted upon reasonable prior notice and during normal business or can hours and shall be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X granted under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (iii) request conditions 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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or and operations of the Company Parties and shall be subject to any limitations under applicable Law. Each Party shall promptly inform the other Party of all aspects and developments related to obtaining the Closing Offering, including the proposed terms and conditions thereof and any material decisions or actions related to the Company Subsidiaries, (3) require Closing Offering. Neither the Company or any of Holdco, on the Company Subsidiaries to enter into one hand, or approve any agreement or the SPAC, on the other documentation effective prior to the Closing hand, shall make or agree to make any change amendments, changes, modifications or modification of waivers to any existing agreement or other documentation that would be effective prior to Contracts underlying the Closing Offering without the prior written consent of the SPAC or (4) require the Company, any of the Company Subsidiaries as applicable, which consent may not be unreasonably denied, conditioned, granted or any of their respective boards of directors (withheld or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingdelayed. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant until the Effective Time, Axle agrees to Section 8.01), subject to the limitations set forth in this Section 5.05provide, and unless otherwise agreed by Parentshall cause the Axle Subsidiaries to provide, the Company and will use its reasonable best efforts Reasonable Efforts to cooperate with Parent cause their respective representatives and its Affiliates as agents to provide, all cooperation reasonably requested by the Buyer Parent in connection with Parent’s the arrangement of the Financing (whichand any substitutions, solely for purposes of this Section 5.05replacements or refinancing thereof), shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using reasonable best efforts to: Reasonable Efforts to (i) make cause appropriate officers reasonably and employees to be available, with appropriate advance on a customary basis and upon reasonable notice, for participation to meet with prospective lenders and investors in bank presentations, meetings, road shows and due diligence sessions, meetings (ii) assist with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memorandadisclosure documents in connection therewith, private placement memoranda, prospectuses, presentations (iii) execute and similar deliver any pledge and security documents or other definitive financing documents as may be reasonably requested by Parent or any Financing Partythe Buyer Parent, in each case, with respect (iv) cause (A) its independent accountants and counsel to information relating provide assistance to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect Buyer Parent, including providing consent to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Buyer Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under and use their audit reports and SAS 100 reviews relating to Axle and the Securities Act of 1933Axle Subsidiaries and, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (iii) request that at 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), including in respect of historical financial statements cost of the CompanyBuyer Parent, to the extent required provide any necessary "comfort letters" in connection with the marketing Financing and syndication of Financing (B) appropriate officers to sign any customary management representation letters to its independent accountants and (v) solicit and cause to be delivered such certificates, affidavits and instruments (including as set forth in the Debt Letters as in effect on the date affidavits of this Agreement) or as are customarily required in an underwritten offering of securities of the type described in the Debt Letterstitle, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing thereforsurvey affidavits, estoppel certificates and provide customary management letters in connection with the foregoing; (iv) furnish to lien waivers), legal counsel of Parent opinions and to legal counsel of any Financing Party such information documents as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish the Buyer Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may or reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions any Lender or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such requesttitle insurance company. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From In connection with the date hereof until Acquisition Financing, the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject to the limitations set forth in this Section 5.05Seller shall provide, and unless otherwise agreed by Parent, the Company will shall cause its Subsidiaries to provide and shall use its reasonable best efforts to cooperate with Parent cause its Representatives (including members of senior management of the Business as provided in this Section 5.12(b)), including legal and its Affiliates as reasonably requested by Parent accounting advisors, to provide (in all cases prior to the Closing), reasonable cooperation in connection with Parent’s the arrangement of the Acquisition Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent the Purchaser and that is necessary, customary or any Financing Party, in each case, with respect to information relating to the Company and its Subsidiaries advisable in connection with customary marketing the Purchaser’s efforts to obtain the Acquisition Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Parent the Seller or the Business), including: (i) participation in meetings, rating agency presentations and due diligence sessions and furnishing the Purchaser and its Affiliates for all financing sources with the financial and other information regarding the Business or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which transactions contemplated by this Agreement that is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof required to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed delivered pursuant to the Debt Commitment Letters, including such furnishing as promptly as reasonably practical, the Required Information; (ii) assisting the Purchaser and its financing sources in the preparation of (A) materials for any bank financing and similar documents in connection with any of the Acquisition Financing, including customary confidential information necessary memoranda and lender and investor presentations (including assistance with the preparation of “public” versions thereof), and providing to allow Parent to prepare pro forma financial statements the financing sources customary authorization and representation letters with respect thereto, and (B) materials for rating agency presentations, and otherwise assisting the Purchaser in accordance with Article 11 procuring a public corporate credit rating and a public corporate family rating in respect of Regulation S-X the borrower under the Securities Act Debt Financing and public ratings for any of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; the Debt Financing offered in connection therewith; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting facilitating customary 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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; diligence; (iv) furnish using reasonable best efforts to legal counsel of Parent obtain from its auditors such accountants’ comfort letters and to legal counsel of any Financing Party such information reports as may be reasonably requested by the Purchaser and the consent of such counsel auditors to the use of their reports in any materials relating to the Acquisition Financing; (v) using reasonable best efforts to obtain such consents, legal opinions, surveys and title insurance as reasonably requested by the Purchaser or its financing sources in connection with any legal opinion that such counsel may be of the Acquisition Financing; (vi) assisting in the preparation of the definitive agreements with respect to the Debt Financing, including credit agreements, intercreditor agreements, pledge and security documents and certificates and other documents relating thereto or required to deliver be delivered thereunder, as reasonably requested by the Purchaser and, to the extent contemplated by the Debt Commitment Letters, otherwise facilitating the granting or perfection of security interests to secure the Debt Financing, including delivery of certificates representing equity interests constituting collateral, intellectual property filings with respect to intellectual property constituting collateral and mortgages with respect to owned real property constituting collateral and obtaining releases of existing Liens; and (vii) furnishing the Purchaser and its financing sources promptly, and in connection with such Financing; and any event at least three (v) furnish Parent and the Financing Parties, within five (53) Business Days following written requestprior to the Closing Date, such with all documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities any Governmental Authority with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such periodeach case, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would such documentation and information has been reasonably requested at least ten (110) require days prior to the Company Closing Date; provided that neither the Seller nor any of its Affiliates shall be required to pay any commitment or other fees, reimburse any expenses similar fee or otherwise incur any liabilities or give any indemnities other Liability in connection with the Acquisition Financing prior to the Closing, (2) unreasonably interfere Closing for which it is not reimbursed by the Purchaser. The Seller hereby consents to the use of its and its Subsidiaries’ logos in connection with the ongoing business Debt Financing; provided that such logos are used solely in a manner that is not intended to or operations of reasonably likely to harm or disparage the Company or the Company Subsidiaries, (3) require the Company Seller or any of the Company Subsidiaries to enter into or approve any agreement the reputation or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any goodwill of the Company Subsidiaries Seller or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant Subject to Section 8.016.12(b), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will shall, and shall cause each of its Subsidiaries and controlled Representatives to, use its reasonable best efforts to cooperate with provide all reasonable cooperation that is reasonably necessary and customary to assist Parent and its Affiliates as reasonably requested by Parent Merger Sub in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent, at Parent’s sole expense; provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such cooperation shall include, at the reasonable request of Parent: (i) providing to Parent or any Financing Party, in each case, with respect and the Merger Sub from time to time financial and other information relating to regarding the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any the Debt Financing Party Sources in order to consummate the Financing, including furnishing, or causing to be furnished, to Parent and is customarily required its Financing Sources the (1) audited consolidated balance sheets and related statements of income and cash flows of the Company for the arrangement fiscal years 2013, 2012 and syndication 2011, (2) unaudited consolidated balance sheets and related statements of financings similar income and cash flows of the Company for each fiscal quarter of the Company (other than the fourth (4th) fiscal quarter) ended after the close of its most recent fiscal year and at least 45 days prior to the Financing committed pursuant Closing Date; provided that in no event shall the Company be required to provide pro forma financial statements or adjustments or projections) and (3) the Debt Letters, including such information necessary to allow for Parent to prepare pro forma financial statements after giving effect to the transactions contemplated hereby required to be delivered pursuant to the Debt Commitment Letter; (ii) using commercially reasonable efforts to secure consents of the Company’s accountants related to the financial statements described in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersSection 6.12(a)(i); (iii) request that participating in a reasonable number of meetings, lender presentations, ratings agency meetings (and other reasonable assistance in procuring a public corporate credit rating and a public corporate family rating in respect of the Company’s independent accountants participate relevant borrower under the Debt Financing and public ratings in respect of the Debt Financing), due diligence sessions, drafting sessions and accounting due diligence sessions road shows, in each case, upon reasonable advance notice and cooperate with the Financing at mutually agreed times; (iv) providing reasonable assistance to Parent in its preparation of customary rating agency presentations, customary bank information memoranda (including as set forth in an additional bank information memorandum that does not include material non-public information and the Debt Letters as in effect on obtaining and delivery of executed authorization letters by a senior officer of the date of this Agreement) or in connection Company 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” comfortrespect to such memoranda), including in respect of historical financial statements of the Company, to the extent offering memoranda and similar documents reasonably and customarily required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoingFinancing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and reasonably cooperating with the Financing Parties, within five lenders under the Debt Commitment Letter in an evaluation of the Company’s assets for the purpose of establishing collateral arrangements; (5vi) furnishing at least four (4) Business Days following written request, such prior to the Closing all documentation and other information as relating to the Company or any Financing Party may of its Subsidiaries reasonably determine is required by regulatory authorities the Debt Financing Sources and requested no later than ten (10) Business Days prior to the Closing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. U.S.A. Patriot Act of 2001; (vii) obtaining customary evidence of authority and customary officer’s certificates as are, in the good faith determination of the Person(s) executing such certificates, accurate, and facilitating the receipt of customary legal opinions; and (viii) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments pledge and security documents and other definitive financing documents (including guarantees) or certificates or other documents, in each case as contemplated by the Debt Commitment Letter, and reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to entering into such definitive financing documents and otherwise necessary to permit consummation of the Debt Financing (including with respect to any pledge of collateral contemplated under the Debt Commitment Letter); provided, furtherthat the actions contemplated in the foregoing clauses of this Section 6.12(a) do not (A) involve any binding commitment by the Company or any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement, that nothing in this Agreement shall (B) require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as of its Subsidiaries to solvency be the issuer of any securities or issue any offering document prior to Closing, (C) require the Company or any other certificate necessary of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, (D) require the Company or any of its Subsidiaries to take any action that will conflict with or violate its organizational documents or any Laws or (E) require the Company or any of its Subsidiaries to enter into or approve any Financing or purchase agreement for the Financing, Financing prior to the Effective Time. All non-public or other than as confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared 6.12 shall be kept confidential in accordance with Regulation S-K or Regulation S-X under the Securities Act Confidentiality Agreement. Any reasonable use of 1933the Company’s and its Subsidiaries’ logos in connection with the Financing shall not require the Company’s prior consent; provided, as amended, in any case that such logos are used solely in a form manner that is not customarily prepared by intended to or is reasonably likely to harm or disparage the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month of its Subsidiaries or fiscal period that has not yet ended the reputation or has ended less than 40 days (or, in goodwill of the case Company or any of a fiscal year, 60 days) prior to the date of such requestits Subsidiaries. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): to the contrary, (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other fees, reimburse similar fee or enter into any expenses definitive agreement or otherwise incur any liabilities other actual or give potential liability or obligation to any indemnities Person, or bear any cost or expense or pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity) in connection with the Financing (or any Alternative Financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by this Agreement) or any cooperation provided pursuant to Section 6.11 or this Section 6.12, in each case that is effective prior to the ClosingEffective Time, (2ii) unreasonably interfere with the ongoing business or operations no officer of the Company or the Company Subsidiaries, (3) require the Company or any of its Subsidiaries shall be required to deliver any certificate or take any other action pursuant to this Section 6.12 to the Company Subsidiaries extent any such action would reasonably be expected to enter into or approve any agreement or other documentation effective result in personal liability to such officer, (iii) prior to the Closing or agree to any change or modification Effective Time, the board of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any directors of the Company Subsidiaries shall not be required to approve any Financing or agreements related thereto (or any of their respective boards of directors Alternative Financing), (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (civ) Parent shall from time to time (i) promptly upon and on request by the Company, ) promptly reimburse the Company for all of its any reasonable and documented out-of-pocket expenses and costs (including attorney’s fees and expenses (including fees and expenses of counsel and accountantsexpenses) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by the Company’s or its Subsidiaries’ obligations under this Section 5.05 6.12 and (iiv) Parent and Acquisition Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Company Subsidiaries and its Affiliates and its and their respective Representatives from and against any claimand all liabilities, losslosses, damagedamages, injuryclaims, liabilitycosts, judgmentinterest, awardawards, penaltyjudgments, fine, Tax, cost (including cost penalties or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the Financing and any information used utilized in connection therewith.

Financing Cooperation. (a) 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 5.05, and unless otherwise agreed by Parent, the The Company will shall use its reasonable best efforts to cooperate with Parent to, and shall cause its Subsidiaries and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using and their respective Representatives to use their reasonable best efforts to: (i) make appropriate officers reasonably available, provide all cooperation in connection with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation arrangement of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents the Debt Financing as may be reasonably requested by Parent Buyer, including using its reasonable best efforts with respect to the following: (i) participation at reasonable times and locations in a reasonable number of meetings, due diligence sessions (including accounting due diligence sessions), drafting sessions, presentations, “road shows” and sessions with prospective financing sources, investors and ratings agencies, including direct contact between appropriate members of senior management of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand; (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda (including a bank information memorandum that does not include information of the type that would constitute material non-public information of the Company or any its Subsidiaries if the Company was a publicly reporting company and the delivery of customary authorization letters with respect to the bank information memoranda executed by a senior officer of the Company authorizing the distribution of information to prospective Debt Financing PartySources or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include information of the type that would constitute material non-public information about the Company or its Subsidiaries or securities if the Company was a publicly reporting company and containing a customary “10b-5” representation by the Company consistent with the Debt Commitment Letter), in each case, with respect to information relating to the Company extent reasonably necessary and its Subsidiaries customarily delivered in connection with customary marketing efforts of Parent and its Affiliates for all or any portion debt financings of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) same type as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersFinancing; (iii) request that causing the Company’s independent accountants participate in drafting sessions auditors to provide reasonable and accounting due diligence sessions customary assistance 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), including in respect of historical financial statements of the Company, to the extent required cooperation in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoingFinancing; (iv) furnish to legal counsel of Parent and to legal counsel of assisting Buyer in obtaining any Financing Party such information as may be reasonably requested corporate ratings from any ratings agencies contemplated by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such the Debt Financing; and; (v) furnish Parent and the Financing Parties, within five furnishing (5x) at least four (4) Business Days following written requestprior to the Closing, such all documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. provided, furtherAct of 2001, that nothing has been reasonably requested by Buyer at least ten (10) Business Days prior to the Closing and (y) at least four (4) Business Days prior to the Closing, all documentation and other information relating to beneficial ownership and other information required by the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time), to the extent such documentation or other information has been reasonably requested in this Agreement shall require writing by Buyer at least ten (10) Business Days prior to the Closing, and in each case is necessary to satisfy the conditions set forth in paragraph 8 of the Conditions Exhibit to the Debt Commitment Letter, but in each case, solely as relating to the Company and its Subsidiaries to cause the delivery extent reasonably requested by Buyer in advance thereof; (vi) executing and delivering at Closing of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financingcredit agreements, pledge and security documents, other than as provided definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company in the form of Annex I to the Conditions Exhibit to the Debt Commitment Letter; (vii) cooperating with, and taking actions reasonably requested by, Buyer in order to facilitate the termination and payoff of the commitments and loans under the Credit Documents at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, and subject to receipt of funds from the Buyer pursuant to Section 5.05(a)(iii2.7, (w) the repayment in full of all obligations then outstanding thereunder, (x) the release of all encumbrances, security interests and collateral (subject to customary exceptions), (2y) any financial information for any period, including any audited financial information the termination of all guaranties and the agreements evidencing subordination in connection therewith and (z) the termination or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act replacement of 1933, as amendedall letters of credit outstanding thereunder, in any each case in a form not customarily prepared by at the Company Closing) and facilitating the delivery to Buyer of payoff letters, lien terminations and other instruments of discharge with respect to the Credit Documents in customary form and substance from the administrative agent or other similar agents under the Credit Documents; (viii) assisting the Debt Financing Sources in benefiting from the existing material lending and investment banking relationships of the Company and its Subsidiaries; and (ix) facilitating the obtaining of guarantees and pledging of collateral as may be reasonably requested by Buyer, including executing and delivering any customary guarantee, pledge and security documents, currency or interest hedging arrangements or other definitive financing documents, or other customary certificates or documents as may be reasonably requested by Buyer to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Closing (provided that any obligations contained in such period, other documents shall be effective no earlier than as of the Closing) and delivery to the Debt Financing Sources at the Closing of all certificates representing outstanding equity interests of the Company and each of its Subsidiaries. (x) updating any Required Information provided by Section 5.05(a)(iito Buyer as may be necessary to ensure that (i) or the financial statements comprising the Required Information present fairly, in all material respects, the consolidated financial position, results of operations, income and cash flows of Ranpak Corp. and its Subsidiaries as of the dates and for the periods indicated in such financial statements in conformity with GAAP consistently applied throughout the periods presented (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (orexcept, in the case of a fiscal any interim unaudited financial statements, for the absence of footnotes and other presentation items and for normal year-end adjustments (none of which will be material)) and (ii) no independent auditor has withdrawn, 60 days) prior or has advised the Company or any of its Subsidiaries in writing that they intend to withdraw, their audit opinion with respect to any financial statements contained in the date of such requestRequired Information. (b) Notwithstanding anything to the contrary contained foregoing, nothing in this Agreement (including this Section 5.05): 6.9(a) shall require the Company, its Subsidiaries or any of their Representatives to: (i) nothing in waive or amend any term of this Agreement (including this Section 5.05) shall require or any such cooperation other contract to which it is a party or take any action in respect of the Debt Financing to the extent that it such action would cause any condition to Closing set forth in Article IX to fail to be satisfied by the Termination Date or otherwise result in a breach of this Agreement by the Company; (1ii) require take any action in respect of the Company to Debt Financing that would conflict with or violate the Company’s or any if its Subsidiaries’ organizational documents or any applicable Law or result in a breach of or default under any Material Contract; (iii) execute and deliver any letter, agreement, document or certificate in connection with the Debt Financing (except the authorization letters contemplated by clause (a)(ii) above) or adopt any resolution, grant any approval or authorization or otherwise take any action that is not contingent on, or that would be effective prior to, the occurrence of, the Closing; (iv) pay any commitment fee or other feesfee or payment, reimburse any expenses expenses, give any indemnities or otherwise incur any liabilities Liability or give cause or permit any indemnities Lien to be placed on any of their respective assets in connection with the Debt Financing prior to the ClosingClosing (except with respect to the authorization letters contemplated by clause (a)(ii) above); (v) take any action that, (2) in the good faith determination of the Company, would unreasonably interfere with the ongoing conduct of the business or operations of the Company or its Subsidiaries or create an unreasonable risk of harm to any property or assets of the Company or its Subsidiaries; (vi) provide any information the disclosure of which is subject to confidentiality obligations or is legally privileged; provided that in the event the Company does not provide information in reliance on confidentiality obligations or privilege, the Company shall provide notice to the Buyer that such information is being withheld (3but solely to the extent both feasible and permitted under such confidentiality obligation, or without waiving such privilege, as applicable) require and the Company shall use commercially reasonable efforts to describe, to the extent both feasible and permitted under such confidentiality obligation, or without waiving such privilege, as applicable, the applicable information; and (vii) provide any legal opinion or other opinion of counsel prior to the Closing Date in connection with the Debt Financing. In addition, no Representative of the Company or any of the Company its Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingrequired to deliver any certificate or take any other action that could reasonably be expected to result in personal liability to such Representative. (c) Parent Buyer shall (i) promptly upon request by comply with Section 11.6 with respect to the Companypayment of all fees, reimburse the Company for all of its fees costs and expenses (including fees and expenses of counsel reasonable attorneys’ and accountants’ fees) incurred by the Company, Company or any of its Subsidiaries solely in connection with the cooperation of the Company Subsidiaries, any of and its or their Representatives in connection with any cooperation Subsidiaries contemplated by this Section 5.05 6.9 and (ii) shall indemnify and hold harmless the Company, the Company its Subsidiaries and its their respective representatives from and their Representatives against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost costs or expenses actually suffered or incurred by any of investigation), expense (including fees and expenses them of counsel and accountants) or settlement payment incurred as a result of, or any type solely in connection with, such cooperation or with the arrangement of any Debt Financing and any information used in connection therewith, except with respect to a material misstatement or material omission in any information prepared or provided by the Company or any of its Subsidiaries or any of their respective representatives pursuant to this Section 6.9 or to the extent such losses, damages, claims, costs or expenses arise from the material breach of this Agreement by the Seller or the Company or result from the gross negligence, bad faith or willful misconduct of Seller, the Company, any of its Subsidiaries or their respective Representatives. This Section 6.9(c) shall survive the Closing and any termination of this Agreement. (d) All non-public information provided by the Company or any of its Subsidiaries or any of their representatives pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to the financing sources (including the Debt Financing Sources) and other potential sources of capital, rating agencies and prospective lenders during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to such Persons entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities). (e) The Company hereby consents, on behalf of itself and its Subsidiaries, to the use of the Company’s and its Subsidiaries’ logos in connection with the Debt Financing and the Equity 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 or its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries. (f) The Company shall provide to the Buyer, as promptly as reasonably practicable, the Required Information. (g) Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 9.2(b) as it applies to the obligations of the Company under this Section 6.9 shall be deemed satisfied unless the Company has knowingly materially breached its obligations under this Section 6.9 and such breach has been the primary cause of the Debt Financing not being obtained.

Financing Cooperation. (a) 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 5.05, and unless otherwise agreed by Parent, the Company will Parent shall use its reasonable best efforts to cooperate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions (including the "flex" provisions) contemplated by the Commitment Letter and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter that are within its control and comply with its obligations thereunder, (iv) provide prior to the Effective Time the lenders under the Commitment Letter with such evidence as may be requested by such lenders to demonstrate the satisfaction of the condition set forth in Paragraph 2 of Annex D to the Commitment Letter, including if necessary by requesting that Moody's Investors Services, Inc. and Standard & Poor's provide writte▇ ▇▇▇▇▇nce thereof at the Closing and (v) enforce its rights under the Commitment Letter in the event of a breach by the financing sources that impedes or delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause such lenders and the other Persons providing such Financing to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its Affiliates rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on hand and marketable securities, to consummate the Merger, and provided further that such reduction shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including the "flex" provisions) contemplated in the Commitment Letter and such portion is reasonably required to fund the Merger Consideration, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing. (b) The Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide all cooperation reasonably requested by Parent in connection with Parent’s arrangement of the Financing (whichprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: including (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents as may be reasonably requested by Parent or any Financing Party, in each case, with respect to providing information relating to the Company and its Subsidiaries to the Financing Parties (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties) to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for any of the Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Financing (including consenting to the use of the Company's and its Subsidiaries' logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries), (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with customary marketing efforts the Financing, (vi) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of the Company's or its Subsidiaries' existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Parent and its Affiliates for all that are reasonably requested by Parent in connection with the Financing provided that no obligation of the Company or any portion of its Subsidiaries under any such agreements or amendments shall be effective until the Financing; Effective Time, (iivii) furnish as promptly as practicable, furnishing Parent and the Financing Parties with copies of such all financial data with respect to and other information regarding the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel Parent to assist in connection with any legal opinion that such counsel may preparation of customary offering or information documents to be required to deliver in connection with such Financing; and (v) furnish Parent and used for the completion of the Financing Partiesas contemplated by the Commitment Letter, within five (5viii) Business Days following written requestusing its reasonable best efforts, such documentation as appropriate, to have its independent accountants provide their reasonable cooperation and other information as assistance, (ix) using its reasonable best efforts to permit any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” cash and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require marketable securities of the Company and its Subsidiaries to cause be made available to the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for Parent and/or Merger Sub at the Financing, other than as provided by Section 5.05(a)(iii)Closing, (2x) any financial providing authorization letters to the Financing Parties authorizing the distribution of information for any periodto prospective lenders and containing a representation to the Financing Parties that the public side versions of such documents, including any audited financial if any, do not include material non-public information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by about the Company with respect or its Affiliates or securities, (xi) using its reasonable best efforts to such periodensure that the Financing Parties benefit from the existing lending relationships of the Company and its Subsidiaries, other than as provided by Section 5.05(a)(ii(xii) or providing audited consolidated financial statements of the Company covering the three (3) fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim period or periods of the Company ended after the date of the most recent audited financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 statements and at least 45 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. Closing Date, (bxiii) Notwithstanding anything cooperating reasonably with Parent's financing sources' due diligence, to the contrary contained extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company and (xiv) terminating and repaying in this Agreement (including this Section 5.05): full the commitments under the Credit Agreement, dated as of August 2, 2007, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, on or prior to the Closing Date; provided that, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company be required to pay any commitment or other feessimilar fee, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and (ii) no action, have any liability or obligation (including any obligation to pay under any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, credit agreement or any of their respective Representatives under any certificate, agreement, arrangement, related document or instrument relating any other agreement or document related to the Financing shall (or alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) or (iii) be effective until required to incur any other liability in connection with the Closing. Financing (cor any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by Parent. Parent shall (i) promptly shall promptly, upon request by the Company, reimburse the Company for all of its fees and expenses reasonable out-of-pocket costs (including fees and expenses of counsel and accountantsreasonable attorneys' fees) incurred by the Company, any of the Company Subsidiaries, any of its Subsidiaries or their respective Representatives in connection with any the cooperation of the Company and its Subsidiaries contemplated by this Section 5.05 and 6.13, (ii) acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Financing or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement and (iii) shall indemnify and hold harmless the Company, the Company its Subsidiaries and its their respective Representatives from and their Representatives against any claimand all losses, lossdamages, damageclaims, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost costs or expenses suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the arrangement of the Financing and any information used in connection therewith, except with respect to any information provided by the Company or any of its Subsidiaries. (c) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.13(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent and the Company shall comply with its covenants in Section 6.13(a) and (b) with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing Cooperation. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide to Parent and Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary in connection with obtaining the Financing, any contemporaneous reorganization of the Surviving Corporation and any other matters related to the transition of the Company (so long as such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (a) From furnishing Parent and Merger Sub such financial and other pertinent information regarding the date hereof until the Closing (or the earlier termination of this Agreement Company as may be reasonably requested by Parent, including by granting Parent reasonable access pursuant to Section 8.01)5.6; (b) assisting Parent in the preparation of customary offering memoranda, subject bank information memoranda, authorization letters, confirmations and undertakings, rating agency presentations and lender presentations relating to obtaining financing in connection with the limitations Merger; (c) using reasonable best efforts to satisfy the conditions precedent set forth in this Section 5.05, and unless otherwise agreed by Parent, any definitive documentation relating to financing in connection with the Company will use its Merger to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company; (d) using reasonable best efforts to cooperate with the financing sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Company; (e) obtaining any third-party consents or waivers deemed necessary by Parent, including consents and waivers that might be required in connection with any reorganization of the Surviving Corporation’s assets or liabilities anticipated by Parent to occur contemporaneously with the Closing; (f) using commercially reasonable efforts to obtain accountant’s comfort letters and its Affiliates as legal opinions reasonably requested by Parent and customary for such financings, including issuing any customary representations letters to Gr▇▇▇ ▇▇▇▇▇▇▇▇. Anything in connection with Parent’s arrangement of the Financing (which, solely for purposes of this Section 5.055.16 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective directors or officers, as the case may be, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, 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 in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other feessimilar fee, reimburse (ii) enter into any expenses definitive agreement or otherwise have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Financing, (iii) unless promptly reimbursed by Parent, be required to incur any liabilities or give any indemnities prior to the Closing, (2) unreasonably interfere other expenses in connection with the ongoing business Financing or operations (iv) be required to take any action in his/her capacity as a director or officer of the Company or the Company Subsidiaries, (3) require the Company or any of the Company its Subsidiaries to enter into or approve any agreement or other documentation effective prior with respect to the Closing Financing. The amounts required to be paid or agree to any change reimbursed in this paragraph shall not be deemed a part of or modification of any existing agreement or other documentation that would be effective prior subject to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingexpense limitation provisions in Section 7.3. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 8.01), subject Prior to the limitations set forth in this Section 5.05, and unless otherwise agreed by ParentClosing, the Company will shall use its commercially reasonable best efforts to, and shall use its commercially reasonable efforts to cooperate with Parent cause its Subsidiaries and its Affiliates Representatives to, provide such reasonable cooperation as is customary and reasonably requested by Parent in connection with Parent’s arrangement the obtaining and arranging of the Debt Financing (which, solely for purposes provided that such requested cooperation does not unreasonably interfere with the ongoing operations of this Section 5.05, shall include the Company or any alternative equity or debt capital markets financings contemplated by the Debt Lettersof its Subsidiaries). Such cooperation will include using Without limiting the generality of the foregoing, such commercially reasonable best efforts toin any event shall include: (i) make appropriate officers reasonably availableupon reasonable notice, directing employees of the Company and its Subsidiaries with appropriate advance noticeseniority and expertise to be available at reasonable times and participating in a reasonable number of meetings (including one-on-one meetings or conference calls with the Debt Financing Sources), for participation in bank meetingsdrafting sessions and presentations; provided, due diligence sessions, meetings that any such meeting or communication may be conducted virtually by videoconference or other media; (ii) providing reasonable and customary assistance to Parent with ratings agencies and road shows, reasonable assistance in the Parent’s preparation of confidential information customary documents, memoranda, private placement memorandadiligence, prospectusesmaterials, presentations and similar customary documents reasonably necessary in connection with the Debt Financing and providing reasonably timely and customary access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow the Debt Financing Sources and their representatives to complete all reasonable due diligence; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers, including the Confidentiality Agreement; (B) as may be reasonably requested in writing (e-mail being sufficient) by Parent or any Financing Party, in each case, Parent; and (C) limited to information to be contained therein with respect to the Company and its Subsidiaries; (iii) to the extent requested by Debt Financing Sources, furnishing Parent, reasonably promptly upon written request, with such historical financial, statistical and other pertinent business information relating to the Company and its Subsidiaries in connection as may be reasonably requested by Parent (which notice shall state with customary marketing efforts reasonable specificity the information requested), as is customarily required with financings of Parent the type similar to the Debt Financing and reasonably available and prepared by or for the Company and its Affiliates Subsidiaries in the ordinary course of business; provided, that, the Company shall not be responsible in any manner for all any pro forma financial information or any portion financial statements; (iv) facilitating, effective no earlier than the Effective Time, simultaneously with, and conditioned upon, and subject to the occurrence of, the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents relating to the Debt Financing; (iiv) furnish Parent providing documentation and the Financing Parties with copies of such financial data other information with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Act in connection with the Debt Financing, in each case as reasonably requested by Parent in writing; (A) cooperating in connection with the repayment or defeasance of any existing indebtedness of the Company and its Subsidiaries as of the Effective Time and the release of related Liens, including delivering such payoff, defeasance, termination or similar notices under any existing financing documents of the Company and its Subsidiaries as are reasonably requested by Parent (provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of clause (B), the Company shall not be required to deliver any notices, commitments, terminations or other documents that are not conditioned on, and subject to the occurrence of, the Closing); (vii) to the extent requested by Par▇▇▇ ▇▇ writing, obtaining from the Company’s independent auditors customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (viii) providing reasonable and customary assistance with respect to Parent attempting to obtain any third-party consents associated with the Debt Financing which shall not be required to be effective until as of, and subject to the occurrence of, the Closing; (ix) reasonably cooperating with the marketing efforts of Parent and its financing sources for any Debt Financing, including providing reasonable consent to the use of the Company’s or its Subsidiaries’ logos in connection with the Debt Financing; provided, that such logos are used solely in a fiscal yearmanner that is not intended to, 60 daysnor reasonably likely to, harm or disparage the Company’s or its Subsidiaries’ reputation or goodwill; (x) to the extent reasonably requested in writing by Parent and necessary in connection with the Debt Financing, mailing and e-mailing requests for estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees, and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to such Debt Financing Source; (xi) as may be reasonably requested by Parent, no earlier than immediately prior to the date Effective Time, and provided such actions would not adversely affect the Tax status of such requestthe Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to be subject to additional Taxes, transferring or otherwise restructuring its ownership of existing Subsidiaries of the Company, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; and (xii) to the extent reasonably requested in writing (e-mail being sufficient) by P▇▇▇▇▇ and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent, the Debt Financing Sources, and each of their respective Representatives to conduct customary appraisal, survey field work and, as permitted by Section 5.2(c), environmental and engineering inspections of each Company Real Property, tractors, trailers, and other assets. (b) Notwithstanding anything the foregoing, the Company shall not be required to the contrary contained in this Agreement (including this provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation 5.14 to the extent that it would it: (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2i) unreasonably interfere interferes with the ongoing business or operations of the Company or the Company its Subsidiaries, ; (3ii) require requires the Company or any of the Company its Subsidiaries to enter into or approve incur any agreement or other documentation effective liability (including, without limitation, any commitment fees and expense reimbursement) in connection with the Debt Financing prior to the Closing (except those fees, expenses and liabilities that are reimbursable by Parent); or (iii) requires the Company or its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (or agree to any change or modification of any existing certificate, document, instrument or agreement or other documentation that would be is effective prior to the Effective Time) with respect to the Debt Financing (other than with respect to customary authorization letters with respect to the Debt Financing) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Effective Time (4) require the Company, it being understood that in no event shall any officer or director of the Company or its Subsidiaries or be required to take any of their respective boards of directors such action described in this clause (or equivalent bodiesiii) to approve or authorize unless such Person shall be continuing in such role following the FinancingEffective Time, and (ii) no action, liability or obligation (including any obligation shall only be required to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closingdo so in such continuing capacity). (c) Parent shall (i) reimburse or cause to be reimbursed the Company and its Subsidiaries promptly upon request by the Company, reimburse the Company written demand for all of its fees reasonable and documented out-of-pocket costs and expenses (including fees reasonable and expenses documented attorneys’ and out-of-pocket accountants’ fees) (other than in respect of counsel the preparation of customary historical and accountantsordinary course financial statements already prepared by the Company or its Subsidiaries in the ordinary course of their business and/or with respect to information or materials already in the possession or control of the Company or its Subsidiaries) incurred by the Company, any of the Company Subsidiaries, any of or its or Subsidiaries and their Representatives in connection with any the cooperation contemplated by under this Section 5.05 5.14 and any action taken by them at the request of Parent pursuant to this Section 5.14 (ii) including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to this Section 5.14), and shall indemnify and hold harmless the Company, the Company Subsidiaries and its Subsidiaries, and their Representatives and each of the Company’s, its Subsidiaries’ and their Representatives’ respective present and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties” ) from and against any claimand all documented out-of-pocket costs, lossexpenses, damagelosses, injurydamages, liabilityclaims, judgmentjudgments, awardfines, penaltypenalties, fineinterest, Taxsettlements, cost (including cost awards and liabilities suffered or incurred by any of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or them in connection with, such cooperation or with the arrangement and consummation of the Debt Financing and any information used in connection therewith, in each case, except to the extent such costs, expenses, losses, damages, claims, judgments, fines, penalties, interest, settlements, awards and liabilities are suffered or incurred as a result of bad faith, gross negligence or willful misconduct by any Financing Indemnified Party as determined by a court of competent jurisdiction in a final judgment not subject to further appeal. The provisions of this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 5.14 shall survive the termination of this Agreement (and in the event the Merger and the other transactions contemplated hereby are not consummated, notwithstanding anything to the contrary in this Agreement, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under this Section 5.14, reimbursable under this Section 5.14 and not previously reimbursed and any indemnification obligations under this Section 5.14, in each case, without regard to any other limitations on liability set forth in this Agreement). (d) If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under this Section 5.14, the Debt Financing or the Debt Financing Commitment Letter (or any definitive financing agreement relating thereto) expire or are terminated or become unavailable prior to the Closing, in whole or in part, for any reason, and such portion is required to satisfy the Financing Purposes, Parent shall (i) promptly notify the Company of such expiration, termination, or unavailability and the reasons therefor and (ii) subject to the third to last sentence of this Section 5.14(d), use its reasonable best efforts promptly to arrange for a firm commitment for alternative financing (“Replacement Debt Financing” ) (which, shall not, without the prior consent of the Company, (A) impose any new or additional condition or otherwise expand any condition to the receipt of the Debt Financing that makes the funding of the Debt Financing in an amount required to satisfy the Financing Purposes less likely to occur or (B) otherwise be on terms and conditions that are materially less favorable to Parent from a conditionality or enforceability perspective than the terms and conditions of the Debt Financing Commitment Letter) to replace the financing contemplated by such expired, terminated, or unavailable commitment or arrangement or any portion thereof in an amount sufficient, when added to the portion of the Debt Financing that remains available, to satisfy the Financing Purposes. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.14 shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Financing Commitment Letter (including the market flex provisions) or agree to any other term materially less favorable to Parent or the Company than such corresponding term contained in or contemplated by the Debt Financing Commitment Letter (in either case, whether to secure waiver of any conditions contained therein or otherwise). Copies of any new financing commitment letter, including any term sheet, annex and any agreements related thereto entered into in connection with any Replacement Debt Financing (including any related fee letter (with fee amount redacted to the extent required by the applicable financing source)) shall be promptly provided to the Company and in any event within forty-eight (48) hours of receipt by Parent of a final executed copy of such new financing commitment letter. In such event, (1) the term “Debt Financing” will be deemed to include any Replacement Debt Financing and (2) the term “Debt Financing Commitment Letter” will be deemed to include any commitment letters with respect to such Replacement Debt Financing.

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant Subject to Section 8.016.11(a), subject prior to the limitations set forth in this Section 5.05Acceptance Time with respect to the financing of the Offer, and unless otherwise agreed by Parentthe Effective Time with respect to the financing of the Merger, the Company will shall, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cooperate cause its and their respective Representatives to, in each case at Parent’s sole expense, provide to Parent and Acquisition Sub all cooperation requested by Parent that is reasonably necessary, proper or advisable in connection with the Financing (for purposes of this Section 6.12, to include the issuance of senior notes contemplated by the Debt Commitment Letters) or any permitted amended or modified or replacement financing (collectively with the Financing, the “Available Financing”) and the transactions contemplated by this Agreement (provided that such requested cooperation does not interfere unreasonably with the business or operations of the Company and its subsidiaries), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and meetings with, and presentations to, prospective lenders and investors and rating agencies; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Available Financing, including execution and delivery of customary representation letters in connection therewith; (iii) as promptly as practical after Parent’s request, furnishing Parent and its Affiliates Available Financing sources with financial and other information regarding the Company and its subsidiaries as may be reasonably requested by Parent, including all financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act to be included in a registration statement on Form S-1 (or any applicable successor form) under the Securities Act for a public offering or offerings of debt securities or as otherwise contemplated by the Debt Commitment Letters and any other Available Financing, assuming that such offering(s) were consummated at the same time during the Company’s fiscal year as the offering(s) of debt securities contemplated by the Debt Commitment Letters, or as otherwise required in connection with the Available Financing and the transactions contemplated by this Agreement, or as otherwise necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Commitment Letters and any other Available Financing (all such information in this clause (iii), the “Required Information”); (iv) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Available Financing as reasonably requested by Parent or Acquisition Sub and, if requested by Parent or Acquisition Sub, to cooperate with and assist Parent or Acquisition Sub in connection with Parent’s arrangement obtaining such documentation and items; (v) executing and delivering, as of the Financing (whichEffective Time, solely for purposes of this Section 5.05any pledge and security documents, shall include any alternative equity other definitive financing documents, or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts to: (i) make appropriate officers reasonably availableother certificates, with appropriate advance noticemortgages, for participation in bank meetingsdocuments and instruments relating to guarantees, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar or documents as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Company or any Financing Party, in each case, subsidiary with respect to information solvency matters and consents of accountants for use of their reports in any materials relating to the Company Available Financing) and its Subsidiaries in connection with customary marketing efforts otherwise facilitating the pledging of Parent collateral and its Affiliates for all or any portion providing of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared guarantees contemplated by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with Debt Commitment Letters and any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the other Available 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), including in respect of historical financial statements of the Company, to the extent required cooperation in connection with the marketing pay-off of existing indebtedness and syndication the release of Financing related Liens); (including as set forth vi) taking all actions necessary to (A) permit the prospective persons involved in the Debt Letters as in effect on Available Financing to evaluate the date Company, including the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of this Agreementestablishing collateral arrangements and (B) or as are customarily required in an underwritten offering of securities of the type described in the Debt Lettersestablish bank and other accounts, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, blocked account agreements and provide customary management letters lock box arrangements in connection with the foregoing; ; (ivvii) furnish using reasonable best efforts to legal counsel obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any subsidiary of Parent the Company is a party and to legal counsel arrange discussions among Parent, Acquisition Sub and their financing sources with other parties to material leases, encumbrances and contracts; and (viii) facilitating the consummation of any the Available Financing Party such information as may and to permit the proceeds thereof, together with the cash at the Company and its subsidiaries, to be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required made available to deliver in connection with such Financing; and (v) furnish Parent the Company to consummate the Offer and the Financing Parties, within five (5) Business Days following written request, such documentation and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Merger; provided, however, that notwithstanding the foregoing, no obligations of the Company, its subsidiaries or their Representatives under any such agreement, certificate, document or instrument shall be effective until the Effective Time; provided further, that nothing in this Agreement herein shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere unreasonably interfere with the ongoing business or operations of the Company or its subsidiaries; and provided further, that neither the Company Subsidiaries, (3) require nor any of its subsidiaries shall be required to pay any commitment fee or other fee or payment to obtain consent or to incur any liability with respect to the Debt Financing prior to the Effective Time. The Company will update any such Required Information in order to ensure that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Available Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any its subsidiaries or the reputation or goodwill of the Company Subsidiaries to enter into or approve its subsidiaries. Parent shall reimburse the Company for any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require out-of-pocket costs and expenses incurred in connection with the Company’s, any of the Company Subsidiaries its subsidiaries’ or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives Representatives’ obligations under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith6.12.

Financing Cooperation. (a) From the date hereof until Prior to the Closing (or the earlier termination of this Agreement pursuant to Section 8.01)in accordance with Article 7, subject the Equityholders shall cause the Acquired Companies, and the Acquired Companies shall cause each of the Subsidiaries to, at the Buyer’s sole cost and expense, provide to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use its reasonable best efforts to cooperate with Parent and its Affiliates as Buyer such cooperation reasonably requested (including with respect to timeliness) by Parent the Buyer in connection with Parentany existing or future financing sought by the Buyer in connection with the Buyer’s arrangement acquisition of the Financing Units (whichsuch financing, solely for purposes of this Section 5.05whether debt or equity, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters“Financing”). Such cooperation will include using reasonable best efforts to: , including: (i) make appropriate officers reasonably availableexecuting and delivering into escrow any credit agreement, joinder, pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, other certificates or documents with appropriate advance notice, for participation in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, reasonable assistance in respect to the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents Financing as may be reasonably requested by Parent or the Buyer, (ii) reasonably facilitating the pledging of collateral, including using commercially reasonable efforts to cause directors, officers, employees, counsel, auditors and representatives of the Company Group to (A) participate in a reasonable number of meetings, presentations and due diligence sessions, (B) furnish the Buyer and the potential Financing Parties with customary financial information of the Company Group and any Financing Partyother customary pertinent information regarding the Company Group, in each case, with respect to information relating to the Company and its Subsidiaries in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities possession of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law Equityholders or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing thereforCompany Group, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by the Buyer to consummate such counsel Financing, (C) reasonably assist the Buyer and the Financing Parties in Buyer’s preparation of business projections, pro forma financial information, bank and investor information, memoranda and other customary materials for any portion of the Financing, (D) agree to pledge, grant security interests in, and otherwise grant Liens on, the Company Group’s assets pursuant to such agreements as may be reasonably requested (including cooperation in connection with any legal opinion that such counsel may be required the payoff of existing Indebtedness of the Company Group and the release of related Liens, obtaining landlord waivers, facilitating deposit account control agreements and assisting with disclosure schedules) to deliver in connection with such facilitate the satisfaction on a timely basis of all conditions to obtaining the Financing; and (vE) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such provide all customary documentation and other information about the Company Group as any is reasonably requested by the Buyer on behalf of the sources of Financing Party may reasonably determine is required by regulatory authorities under with respect to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation and (F) provide all such other reasonable and customary assistance as necessary to satisfy the PATRIOT Act. conditions to the Financing; provided, furtherhowever, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) herein shall require any such cooperation to the extent that it would (1) require the Equityholders or any member of the Company Group to waive or amend any material terms of this Agreement or to agree to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the ClosingClosing for which it has not received prior reimbursement by or on behalf of the Buyer, (2) unreasonably interfere with the ongoing business or operations to give any indemnities or incur any Liabilities other than reimbursements and Liabilities of the Company or Group that are effective only after the Company Subsidiaries, (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 or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, and Closing; (ii) no action, liability Liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any members of their respective Representatives the Company Group under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until after the Closing; and (iii) neither the Acquired Companies nor any of the Subsidiaries shall be required to issue any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in relation to the Financing, but such documents may contain disclosure and financial statements reflecting the Acquired Companies as obligors following the Closing. (cb) Parent The Buyer shall (i) promptly upon request by indemnify the CompanyAcquired Companies, reimburse the Company for all Sellers and each of its fees their respective Affiliates and expenses (including fees their respective directors, officers, members, partners, members and expenses employees and their heirs, successors and permitted assigns, each in their capacity as such, from, against and in respect of counsel and accountants) any Damages imposed on, sustained, incurred by the Companyor suffered by, or asserted against, any of them, whether in respect of third-party claims, direct claims or otherwise, directly or indirectly relating to, arising out of or resulting from the Company Subsidiariesarrangement of the Financing, any other financing or the provision of its or their Representatives information utilized in connection with any cooperation contemplated therewith to the fullest extent permitted by Applicable Law, and the foregoing obligations shall survive termination of this Agreement; provided, that, the Buyer shall have no indemnification obligation pursuant to this Section 5.05 and (ii5.8(c) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against for any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) Damages caused by or settlement payment incurred as a result ofof any misstatement or omission by the Acquired Companies, the Sellers or any of their respective Affiliates or their respective directors, officers, members, partners, members or employees. (c) In no event shall the Equityholders, the Company Group or any of their Affiliates be in connection with, such cooperation breach of this Section 5.8 because of the failure by the Acquired Companies or any Subsidiary to deliver any financial or other information that is not currently readily available to the Financing and Acquired Companies or any Subsidiary on the Effective Date or is not otherwise prepared in the ordinary course of its business at the time requested by the Buyer or for failure to obtain any review of any financial or other information used in connection therewithby its accountants.

Financing Cooperation. Prior to the Closing, Seller shall (aand shall cause each of the MMIS Entities and each of their respective Representatives to) From use reasonable best efforts at Purchaser’s sole cost and expense, to cooperate with Purchaser in connection with the date hereof until arrangement of the Closing Debt Financing as may be customary and reasonably requested by Purchaser (or provided that such requested cooperation does not unreasonably interfere with the earlier termination ongoing operations of this Agreement pursuant to Section 8.01the Seller Group), subject to the limitations set forth in this Section 5.05, and unless otherwise agreed by Parent, the Company will use its including using reasonable best efforts to cooperate with Parent and its Affiliates as reasonably requested by Parent in connection with Parent’s arrangement of do the Financing (which, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include using reasonable best efforts tofollowing: (ia) make appropriate officers reasonably available, with appropriate advance notice, for participation participate at reasonable times in bank a reasonable number of meetings, drafting sessions, road shows and rating agency and due diligence sessions, meetings ; (b) furnish Purchaser and Lenders with ratings agencies financial and road shows, reasonable assistance in other pertinent information regarding the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations and similar documents MMIS Business as shall exist or as may be reasonably requested by Parent Purchaser and its financing sources, including the Required Information (provided that, for the avoidance of doubt, Seller shall not be required to provide, and Purchaser shall be solely responsible for, (i) the adjustments desired to be incorporated into the pro forma financial information, including pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments, (ii) any description of all or any component of the Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (iii) projections, risk factors or other forward-looking statements relating to all or any component of the Financing, (iv) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X (provided, however, that certain customary guarantor/non-guarantor metrics as it relates to non-guarantors in the aggregate shall be provided) or (v) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K); (c) assist Purchaser and its Lenders in the preparation of (i) customary offering documents, private placement memoranda, confirmations and undertakings in connection with such marketing material, bank information memoranda, prospectuses and similar documents for any portion of the Debt Financing Partyand (ii) customary materials for rating agency presentations (provided that the scope and nature of financial information to be provided by Seller is addressed exclusively in the foregoing clause (b)), and, in each case, with respect to information relating to the Company execute customary authorization and its Subsidiaries management representation letters in connection therewith; provided that such letters and confirmations provide that (x) Seller, the MMIS Entities and each of their respective Representatives and Affiliates shall not have any Liability of any kind or nature resulting from the use of information contained in any marketing material and (y) the recipient of such letters of authorizations agrees that it shall be entitled to rely only on the representations and warranties contained in Debt Documents; (d) cooperate with customary the marketing efforts of Parent Purchaser and its Affiliates Lenders for all or any portion of the FinancingDebt Financing as reasonably requested by Purchaser; (iie) furnish Parent and the Financing Parties with copies of such financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lenders; (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), including in respect of historical financial statements of the Company, to the extent required in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver in connection with such Financing; and (v) furnish Parent and the Financing Parties, within five (5) Business Days following written request, such documentation and other information promptly, and in any event no later than four Business Days prior to the Closing Date, reasonably requested by Purchaser to evidence compliance with Laws including (i) as any Financing Party may reasonably determine is be required by bank regulatory authorities under applicable “know your beneficial ownership”, “know-your-customer” and anti-money laundering rules and regulationsregulations and (ii) OFAC, including without limitation FCPA and the PATRIOT Investment Company Act. provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such periodeach case, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would such documentation and information has been reasonably requested by Purchaser in writing at least 10 Business Days prior to the Closing Date; and (1f) require assist with Purchaser’s preparation of the Company to pay definitive financing documentation, including (i) preparation of, effective only upon the Closing, any commitment credit agreements, guarantees, pledge and security documents, other definitive financing documents or other feescertificates (including a customary solvency certificate from the CFO (or its equivalent) of the MMIS Business in the form set forth as Exhibit A to Annex III to the Debt Commitment Letter as in effect as of the date hereof) or documents (including, reimburse in each case, any expenses schedules and exhibits thereto), contemplated by the Debt Financing, or otherwise any other agreements, documents or certificates that facilitate the creation, perfection or enforcement, in each case, as of the Closing, of Liens securing such Debt Financing, and (ii) use reasonable best efforts to obtain such consents, acknowledgements, authorizations, approvals and instruments reasonably requested by the Purchaser to permit the consummation of the Debt Financing, including releases, terminations, waivers, consents, estoppels and approvals as may be reasonably required in connection therewith (including releases and terminations with respect to any applicable guarantees or applicable Liens (other than Permitted Liens)); provided, in each case, that (A) Seller shall not be required to incur any liabilities Liability in connection with the Financing or give required to take any indemnities action that Seller reasonably believes would result in a violation of any material agreement or any confidentiality arrangement or the loss of any legal or other applicable privilege, (B) the pre-Closing directors and managers of the MMIS Entities shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained that become effective prior to the Closing, (2C) unreasonably interfere with the ongoing business or operations of MMIS Entities shall not be required to execute prior to the Company or the Company Subsidiaries, (3) require the Company or Closing any of the Company Subsidiaries to enter into or approve any agreement or other documentation definitive financing documents that become effective prior to the Closing, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing or otherwise take any action that would reasonably be expected to (x) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any Governing Documents of the MMIS Entities, any applicable Laws or any Contract, (y) cause any condition to Closing set forth in this Agreement to fail to be satisfied or agree otherwise cause any breach of this Agreement that would provide Purchaser the right to terminate this Agreement or seek indemnity under the terms hereof, or (z) result in any employee, officer or director of such Person incurring any personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any change or modification matters related to the Debt Financing, (D) the MMIS Entities shall not be required to take any corporate actions to permit the consummation of the Financing that would take effect prior to Closing, (E) in no event shall Seller be in breach of this Agreement because of the failure of any existing agreement financial or other documentation information to be delivered that would be effective prior is not currently readily available to Seller on the Closing date hereof or (4) require is not otherwise prepared in the Company, any Ordinary Course of the Company Subsidiaries or any Business of their respective boards of directors (or equivalent bodies) to approve or authorize the FinancingSeller, and (iiF) no action, liability or obligation (including neither Seller nor any obligation to pay any commitment or other fees or reimburse any expenses) member of the CompanySeller Group shall be responsible for any adjustments to any pro forma financial information required to be provided in accordance with the Debt Commitment Letter. Seller shall not have any Liability to Purchaser in respect of any pro forma financial statements, its Subsidiaries, other pro forma financial information or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating data derived by the Purchaser. Notwithstanding anything to the Financing contrary in this Agreement, the condition set forth in Section 9.02(a)(iii), as it applies to Seller’s obligations under this Section 5.16, shall be effective until deemed satisfied unless Seller has knowingly and willfully materially breached its obligations under this Section 5.16 and such breach has been the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any primary cause of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 Debt Financing not being obtained. Purchaser acknowledges and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or agrees that obtaining the Financing is not a condition to Closing. For the avoidance of doubt, if the Financing has not been obtained, Purchaser shall continue to be obligated, until such time as the Agreement is terminated in accordance with its terms and any information used subject to the waiver or fulfillment of the conditions set forth in connection therewith.Article XI, to complete the

Financing Cooperation. (a) From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section ýSection 8.01), subject to the limitations set forth in this Section 5.05ýSection 6.17, and unless otherwise agreed by Parent, the Company will shall use its reasonable best efforts to cooperate with Parent and to cause its Affiliates as Representatives to, and shall cause each of its Subsidiaries to use their respective reasonable best efforts to and to cause their respective Representatives to, provide all cooperation reasonably requested by Parent, or as Parent may reasonably determine necessary or advisable, in connection with Parent’s 's arrangement and closing of the Financing (whichand the satisfaction of the conditions in the Commitment Letter, solely for purposes of this Section 5.05, shall include any alternative equity or debt capital markets financings contemplated by the Debt Letters). Such cooperation will include including using reasonable best efforts to: (i1) furnish Parent and the Financing Parties with the Required Information; (2) to the extent reasonably requested by Parent or any Financing Party, make senior officers and other key employees of the Company and its Subsidiaries with appropriate officers reasonably availableauthority and expertise available for, with appropriate reasonable advance noticenotice and at times and locations reasonably acceptable to the Company, for participation Parent and any applicable Financing Party, and participate in bank (including preparation for) a reasonable number of meetings, due diligence sessions, meetings drafting sessions, presentations, and sessions with prospective lenders, investors and ratings agencies and road showsagencies, including by providing reasonable assistance in the preparation of confidential information memoranda, private placement memoranda, prospectuses, presentations memoranda and similar customary 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 in connection with customary marketing efforts of Parent and its Affiliates for all or any portion of the Financing; provided, however, that any participation in the foregoing by senior officers and other key employees of the Company which may require travel by such persons shall be subject to the Company's prior approval (such approval not to be unreasonably withheld, conditioned or delayed); (ii3) as promptly as practicable after the date hereof, furnish Parent and the Financing Parties with copies of such financial data and other pertinent information and disclosures with respect to the Company and its Subsidiaries which is prepared by the Company in Subsidiaries (including their businesses, operations, and financial projections), including the ordinary course of business or can be prepared by the Company without undue burden (with any cost thereof to be promptly reimbursed by Parent) Required Information, as is reasonably requested by Parent or any Financing Party and is customarily required for the arrangement and syndication of debt financings similar to the Financing committed pursuant to the Debt LettersCommitment Letter in each case, including such information necessary subject to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under any confidentiality restrictions binding on the Securities Act of 1933, as amended, and identify any such financial information as suitable for distribution to “public side” lendersCompany or the Company Subsidiaries; (iii4) request that to the Company’s independent accountants participate extent reasonably requested by Parent or any Financing Party, assist with the preparation of appropriate and customary materials relating to the Company and its Subsidiaries for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Financing, in each case, with respect to information relating to the Company and the Company Subsidiaries; (5) (a) direct ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and KPMG LLP, as applicable, to provide assistance and cooperation to Parent and the Financing Parties on reasonable and customary terms and consistent with such relevant accountants' customary practice, including by (x) participating in a reasonable number of drafting sessions and accounting due diligence sessions and cooperate with the Financing sessions, (including as set forth in the Debt Letters as in effect y) providing customary consents to use their audit reports on the date consolidated financial statements of this Agreement) the Company as required in any offering documents or in connection with a filings made with the SEC related to the Financing in which the consolidated financial statements of the Company are included, and (z) subject to such accountants' policies and procedures and applicable auditing standards, providing any customary comfort letters (including "negative assurance" comfort) with respect to historical information of the Company and the Company Subsidiaries included in any offering documents related to the Financing in which the consolidated financial statements of securitiesthe Company are included and (b) to the extent requested by such accountants, including provide appropriate representations to such accountants in connection with the type described in foregoing clause (a); (6) to the Commitment Letterextent reasonably requested by Parent, direct ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Inc. to provide assistance and cooperation to Parent and the Financing Sources on reasonable and customary terms and consistent with their such relevant reserve engineer’s customary practice, including requesting that they provide by (x) participating in a reasonable number of reserve engineer due diligence sessions, (y) providing customary consents and comfort letters (including “negative assurance” comfort), including in respect to the use of historical financial statements of their report on the Company, to the extent ’s reserves as required in any offering documents or in connection with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection filings made with the Merger SEC related to the Financing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included and (z) providing any alternative financing therefor, and provide customary management reserve engineer letters in connection with any offering document relating to the foregoingFinancing in which such reserve engineer is referenced or reserve information based on such reserve engineer’s report is included; (iv7) furnish to legal counsel the extent reasonably requested by Parent, deliver information with respect to the Company and its Subsidiaries as is reasonably necessary for Parent to prepare, and reasonably cooperate with Parent in the preparation of, a pro forma consolidated balance sheet of Parent and the Parent subsidiaries (including the Company and the Company Subsidiaries) as of the end of the most recently completed fiscal year or fiscal quarter for which financial statements are included in the Required Information and a related pro forma consolidated statement of income of Parent and its subsidiaries (including the Company and the Company Subsidiaries) for the 12-month -88- period ending on the last day of the most recently completed four-fiscal quarter period ended at least 40 days (or 60 days in case such four fiscal quarter period is the end of the Company's fiscal year) prior to legal counsel the end of the Marketing Period (it being understood that Parent shall be responsible for the preparation of such pro forma financial statements, including any pro forma adjustments related to the Financing or otherwise or any actions to be taken on or after the Closing Date and such cooperation by the Company and the Company Subsidiaries shall relate solely to the financial information derived from the historical books and records of the Company and the Company Subsidiaries); (8) promptly, and in any event five Business Days prior to Closing, provide all information reasonably requested by Parent or the Financing Parties regarding the Company and the Company Subsidiaries under applicable "know your customer", anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, requested in writing at least ten days prior to the Closing Date; (9) to the extent reasonably requested by Parent or any Financing Party, provide reasonable and customary authorization letters to the Financing Parties authorizing the distribution of information relating to the Company and the Company Subsidiaries to prospective lenders subject to customary confidentiality provisions; (10) in respect of assets of (including equity interests held by) the Company or any Company Subsidiary, assist with the preparation of any Financing Party such information pledge and security documents or other definitive financing documents as may be reasonably requested by Parent; provided, that no obligation of the Company or any Company Subsidiary under any such counsel document or agreement shall be effective until the Closing; (11) deliver (x) customary payoff letters with respect to the Indebtedness under the Company Credit Agreements setting forth (i) the amounts required to repay such Indebtedness (other than contingent indemnification obligations and any letters or credit or ▇▇▇▇▇▇ that will remain outstanding pursuant to arrangements satisfactory to the letter of credit issuing bank or hedge counterparty, as the case may be) in full on the Closing Date, (ii) the wire transfer instructions for the repayment of such Indebtedness, and (iii) authorization to file all releases necessary to evidence such repayment in full of such Indebtedness and to enable release of all Liens relating thereto, effective upon repayment of such Indebtedness (and confirmation of such receipt) and (y) Lien terminations, releases, UCC termination statements, and other instruments of discharge of Liens requested by the Parent in order to allow for the release of all Liens against the Company or any of its Subsidiaries relating to the Indebtedness under the Company Credit Agreements; (12) to the extent reasonably requested by Parent, cooperate with Parent to satisfy the conditions precedent to the Financing to the extent within the control of the Company and the Company Subsidiaries, including assisting Parent in procuring public ratings for the Financing or notes to be offered in connection with the Financing and, to the extent reasonably practicable, preparing any legal opinion “flash” numbers (which may include ranges of management estimates of certain key metrics) with respect to any Financing that such counsel may be required to deliver in connection with such Financingoccurs after February 1, 2019; and (v13) furnish assist Parent and with the Financing Parties, within five (5) Business Days following written request, such documentation establishment of bank and other information as any Financing Party may reasonably determine is required by regulatory authorities under applicable “know your customer” accounts and anti-money laundering rules blocked account and regulations, including without limitation the PATRIOT Act. provided, further, that nothing in this Agreement shall require control agreements of the Company to cause and one or more of its Subsidiaries in connection with the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amendedforegoing, in any each case in a form not customarily prepared by to the Company with respect to extent customary and reasonable and provided that no such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) control agreements shall be effective until Closing and no such new account shall be established prior to Closing, and use commercially reasonable efforts to deliver any borrowing base certificates requested by Parent a reasonable time prior to Closing pursuant to the date of such requestCommitment Letter. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): ýSection 6.17): (i) nothing in this Agreement (including this Section 5.05ýSection 6.17) shall require any such cooperation to the extent that it would would: (1A) require the Company or any Company Subsidiary to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, ; (2B) unreasonably interfere with the ongoing business or operations of the Company or any Company Subsidiary (it being acknowledged that none of the Company Subsidiaries, cooperation specified in Sections 6.17(a)(1) through (313) above would so interfere); (C) require the Company or any of the Company Subsidiaries Subsidiary to enter into or approve any agreement or other documentation effective prior to the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or except the customary authorization letters referenced in Section 6.17(a)(9) above; (4D) require the Company, any of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing; (E) require any action that would conflict with or violate the Organizational Documents of the Company or any Company Subsidiary, the Company Credit Agreement or any Laws, orders or the contracts governing the existing Indebtedness of the Company or any Company Subsidiary or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which the Company or any Company Subsidiary is a party; (F) cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of its Subsidiaries; (G) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability; (H) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (I) require the Company or any Company Subsidiary to prepare separate financials for any Company Subsidiary, change any fiscal period, or prepare any financial statements or information with respect to a fiscal period that has not yet ended or has ended less than forty days prior to the date of such request (or, in the case of annual financial statements, sixty days prior to such request) or prepare any financial or other information with respect to the Company and the Company Subsidiaries unless it is derivable from the historical books and records of the Company and the Company Subsidiaries or prepared in the ordinary course of the Company’s financial reporting practice, or to provide any Excluded Information; (iiJ) require the Company or any Company Subsidiary to deliver any legal opinions or reliance letters; or (K) require the Company or any Company Subsidiary to make any filings with the SEC in connection with the Financing (other than in any applicable proxy statement), except for any information included in documents with respect to such Financing, after consultation between Parent and the Company, which may be required to be furnished by the Company on Form 8-K to satisfy the Company's Regulation FD disclosure obligations; and (1) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its Subsidiaries, or any of their respective Representatives representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than with respect to customary authorization letters referenced in Section 6.17(a)(9) above) shall be effective until the Closing. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives representatives in connection with any cooperation contemplated by this Section 5.05 ýýSection 6.17 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives representatives against any claimClaim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith, and such representatives shall be third-party beneficiaries of this ýýSection 6.17, except to the extent suffered or incurred as a result of (x) the bad faith or willful misconduct of the Company or any Company Subsidiary (to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction) or (y) the historical information relating to the Company or any of its Affiliates furnished by the Company or its Affiliates or Representatives of the foregoing Persons. All non-public or other confidential information provided by the Company and its Affiliates and representatives pursuant to this ýýSection 6.17 shall be kept confidential in accordance with ýSection 6.02, except that Parent shall be permitted to disclose such information to the applicable Financing Parties, rating agencies and prospective lenders during syndication of the Financing subject to the Financing Parties, rating agencies and prospective lenders agreeing to customary confidentiality obligations (which may include customary "click through" language) with respect to such information. The Company and its Subsidiaries hereby consent to the use of their logos, names, and marks in connection with the Financing; provided that such names, marks, and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, any of the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries.

Financing Cooperation. (a) From the date hereof until the Closing earlier of (or x) the earlier termination of this Agreement pursuant in accordance with its terms and (y) Closing, in order to Section 8.01), subject to the limitations set forth assist Parent and Merger Sub in this Section 5.05, and unless otherwise agreed by Parentobtaining its New Debt Financing, the Company will shall, and shall cause its Subsidiaries to, use its reasonable best efforts efforts, at Parent’s sole expense, to cooperate with Parent and its Affiliates Merger Sub as reasonably requested by Parent in a manner that is customary in connection with the arrangement and implementation of the New Debt Financing, which is expected to be a public or institutional offering of Parent’s arrangement debt securities. Such reasonable best efforts by the Company to provide such cooperation shall include, at the reasonable request of Parent, (i) reasonable best efforts to provide cooperation in the preparation of any offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency presentations and similar documents used in connection with the syndication and/or marketing of the New Debt Financing (whichincluding any authorization letter), provided that Parent is solely responsible for purposes the content of this Section 5.05any pro forma financial statements, shall include synergies, projections or adjustments contained therein, in each case other than any alternative equity such content that consists of, or is derived from, historical financial information of the Company, (ii) furnishing Parent and its debt capital markets financings contemplated financing sources, promptly after Parent’s request, with the Required Financial Statements and consenting to the inclusion or incorporation by reference in any SEC filing and/or offering materials related to the New Debt Letters). Such cooperation will include Financing of the Required Financial Statements, (iii) using reasonable best efforts to: (i) make appropriate officers reasonably available, with appropriate advance notice, for participation to participate in bank meetings, due diligence sessions, meetings with ratings agencies and road shows, provide reasonable assistance in connection with the preparation due diligence of the Debt Financing Sources for the New Debt Financing; provided, however (A) that in the case of any non-public or otherwise confidential information memorandaregarding the Company or any of its Subsidiaries provided to Parent in connection with this clause (iii), private placement Parent provides the Company with a draft of any disclosure that is based on or references such information included in any offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency 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 used in connection with customary marketing efforts the offering of Parent’s debt securities reasonably in advance of distribution thereof, (B) confidential information regarding the Company or any of its Subsidiaries of the type included in such draft offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency presentations or similar documents is customarily disclosed or otherwise required to be disclosed in offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency presentations or similar documents for public offerings of debt securities or offerings of debt securities pursuant to Rule 144A of a type similar to that being arranged by Parent and (B) to the extent the Company determines that it is necessary or desirable for Company (or its Affiliates for all or any portion Subsidiaries) to file a Current Report on Form 8-K pursuant to the Securities Exchange Act of the Financing; (ii) furnish Parent and the Financing Parties with copies of such financial data 1934, as amended, that contains material non-public information with respect to the Company and its Subsidiaries which is prepared contained in any such offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency presentations or similar documents, Parent shall give Company (or its Subsidiary (including following the consummation of the Transactions)) a reasonable opportunity to file such Current Report on Form 8-K before Parent distributes such offering documents, offering memoranda, prospectuses, bank books, lender and investor presentations, ratings agency presentations or similar documents, (iv) using reasonable best efforts with respect to the participation by members of management of the Company with appropriate seniority in the ordinary course of business or can be prepared by the Company without undue burden (any presentations, road shows, sessions with any cost thereof to be promptly reimbursed by Parent) as is reasonably requested by Parent or any Financing Party rating agencies and is customarily required for the arrangement and syndication of financings similar to the Financing committed pursuant to the Debt Letters, including such information necessary to allow Parent to prepare pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act of 1933due diligence meetings, as amendedapplicable, in each case, upon reasonable advance notice, during normal business hours, and identify any such financial information at a mutually agreed time, (v) solely as suitable for distribution to “public side” lenders; (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 required in connection with a customary the offering of Parent’s debt securities, including assisting Parent in securing the type described in customary cooperation of the Commitment Letter, consistent with their independent accountants of the Company and its Subsidiaries by providing customary practice, including authorization letters or auditor representation letters and requesting that they such independent accountants provide customary consents and comfort letters (including “negative assurance” comfort)) and consents for use of their reports, including in respect of historical financial statements of the Company, to the extent required in connection on customary terms and consistent with the marketing and syndication of 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 underwritten offering of securities of the type described in the Debt Letters, or as may otherwise be required pursuant to applicable Law or the rules or regulations of any national securities exchange in connection with the Merger or any alternative financing therefor, and provide their customary management letters in connection with the foregoing; (iv) furnish to legal counsel of Parent and to legal counsel of any Financing Party such information as may be reasonably requested by such counsel in connection with any legal opinion that such counsel may be required to deliver practice in connection with such Financing; and offering of Parent’s debt securities, (vvi) furnish providing documents reasonably requested by Parent relating to the repayment or refinancing of any indebtedness for borrowed money of the Company or any of its Subsidiaries to be repaid or refinanced on the Closing Date and the Financing Partiesrelease of related liens or guarantees, within five including customary payoff letters and evidence that notice of any repayment has been timely delivered to the holders of such indebtedness in each case in accordance with the terms of the definitive documents governing such indebtedness, and (5vii) providing at least three Business Days following written request, in advance of the Closing Date such documentation and other information about the Company and its Subsidiaries as any is reasonably requested in writing by Parent at least 10 Business Days in advance of the Closing Date in connection with the New Debt Financing Party may reasonably determine is required by regulatory authorities under that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. providedACT, furtherand, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Financing, other than as provided by Section 5.05(a)(iii), (2) any financial information for any period, including any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, as amended, in any case in a form not customarily prepared by the Company with respect to such period, other than as provided by Section 5.05(a)(ii) or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 40 days (or, in the case of a fiscal year, 60 days) prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.05): (i) nothing in this Agreement (including this Section 5.05) shall require any such cooperation to the extent that it would required, a beneficial ownership certificate (1) require the Company to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior substantially similar in form and substance to the Closingform of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, (2in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association) unreasonably interfere with the ongoing business or operations in respect of the Company or the Company Subsidiaries, (3) require any of the Company or any of its Subsidiaries that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230). All non-public or otherwise confidential information regarding the Company Subsidiaries obtained by the Parent and Merger Sub pursuant to enter into or approve any agreement or other documentation effective prior to this Section 8.11 shall be kept confidential in accordance with the Closing or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Closing or (4) require the Company, any terms of the Company Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing, 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, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing shall be effective until the ClosingConfidentiality Agreement. (c) Parent shall (i) promptly upon request by the Company, reimburse the Company for all of its fees and expenses (including fees and expenses of counsel and accountants) incurred by the Company, any of the Company Subsidiaries, any of its or their Representatives in connection with any cooperation contemplated by this Section 5.05 and (ii) indemnify and hold harmless the Company, the Company Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Financing and any information used in connection therewith.