Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially its reasonable best efforts to provide, and shall to cause each of its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives advisors, legal counsel, accountants, and representatives to use reasonable best efforts to provide, such cooperationreasonable cooperation (provided that, in each case, the requested cooperation does not unreasonably interfere with the ongoing operations of the Company and/or any of its Subsidiaries) that is customary in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to: (i) assist in preparation for and participate in marketing efforts and lender presentations in connection with the Debt Financing at Parent’s sole cost reasonable times and expenselocations mutually agreed; (ii) assist Parent with the preparation by ▇▇▇▇▇▇ and the Debt Financing Sources of bank information memoranda and similar marketing documents required in connection with the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda; (iii) cooperate reasonably with the Debt Financing Sources’ due diligence, to the extent customary and reasonable; (iv) execute and deliver as of (but not prior to) the Closing any pledge and security documents, account control agreements, mortgages, other definitive financing documents, currency or interest hedging arrangements, or other certificates or documents as may be reasonably requested by Parent ▇▇▇▇▇▇ (including a certificate of the chief financial officer (or other comparable officer) of the Company with respect to solvency matters after giving effect to the transactions contemplated hereby) (provided that, other than with respect to any customary representation letters referred to in clause (ii) above, (A) none of the documents or certificates shall be executed or delivered, except in connection with the Closing, and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing) and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing; and (v) provide all documentation and other information about the Company and its Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent required by the Debt Commitment Letter. (b) In connection with such cooperation, neither the Company nor any of its Subsidiaries shall be required to (i) pay any commitment or similar fee in connection with the Debt Financing prior to the Closing Date or bear or reimburse any evaluation costs or analysis ofexpenses or make any payment to obtain consent or to incur any other actual or potential liability or cause or permit any Lien to be placed on any of its assets in connection with the Debt Financing prior to Closing, in each case, for which it has not received prior reimbursement or is not otherwise fully indemnified by or on behalf of Parent, (ii) become an issuer or other obligor with respect to the Debt Financing, unless and until the Closing occurs, or diligence (iii) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect toto the Financing that will be effective before the Closing Date. Parent shall, promptly, upon written request by the existing Indebtedness of Company, reimburse the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing as applicable, for all reasonable and documented out-of-pocket fees, costs, and expenses incurred by any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested or any of their respective representatives (including those of their accounting firms engaged to assist in connection with the Debt Financing and legal counsel) in connection with the cooperation required by Parent relating this Section 6.14, and shall indemnify and hold harmless the Company and its Subsidiaries and each of their respective representatives from and against all losses, damages, claims, costs, or expenses (including reasonable attorneys’ fees) suffered or incurred by any of them directly or indirectly in connection with such Person complying with their obligations under this Section 6.14 and any information used in connection therewith. (c) The Company hereby consents to the existing Indebtedness use of its logos solely in connection with the Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that would not harm or disparage the Company or the Company’s reputation, goodwill or marks and will comply with the Company’s reasonable usage requirements. (d) Nothing in this Section 6.14 shall require such cooperation to the extent it would (i) cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement (unless, in each case, waived by Parent), (ii) require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement or take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any of their respective Organizational Documents, any applicable Laws or the Existing Debt Documents or (iii) result in any officer, director employee, agent or other representative of the Company or any of its Subsidiaries incurring any personal liability (including using commercially reasonable efforts as opposed to ensure that lenders and/or holders of the existing Indebtedness of the Company liability in his or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representativesher capacity as officer) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to any matters relating to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedDebt Financing.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company Seller shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its and their respective Representatives to provideRepresentatives, such cooperationincluding legal and accounting, at Parent’s sole cost and expenseto, as may be provide all cooperation reasonably requested by Parent the Buyer or any financing source providing the Financing in connection with the Financing, including, without limitation (i) furnishing the Buyer and its financing sources with readily-available historical financial and other pertinent information used by the Buyer to consummate the Financing or any evaluation other financing transaction executed in connection with the transactions contemplated hereby, (ii) delivering to the Title Company the Owner’s Affidavit and all other items reasonably requested by the Buyer or analysis ofthe Title Company in order to facilitate the issuance of customary lender’s policies of title insurance in form and substance satisfactory to the applicable financing source, (iii) taking such actions as are reasonably and customarily undertaken by sellers of real estate to mitigate mortgage recording or diligence with respect tosimilar taxes such as requesting the lender under the Existing Loans to assign over existing mortgages to Buyer’s lender, as described in Article XV of this Agreement and (iv) providing such information, documents and certificates reasonably requested by the existing Indebtedness Buyer customary in debt financings of transactions similar to the Company or transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained herein, (i) neither the Seller nor any of its SubsidiariesSubsidiaries shall be required to pay any commitment or other fee in connection with the Financing, including (aii) reasonably promptly furnishing neither the Seller nor any pertinent and customary information regarding the Company and of its Subsidiaries as may shall be reasonably requested by Parent relating required to incur, and none of them shall have, prior to the existing Indebtedness Closing, any liability or obligation under any loan agreement or any related document or any other agreement or document or contract related to the Financing, (iii) the pre-Closing directors of the Company Seller or any of its Subsidiaries shall not be required to adopt resolutions approving the contracts, agreements, documents and instruments pursuant to which the Financing is obtained, (including using commercially reasonable efforts to ensure that lenders and/or holders of iv) neither the existing Indebtedness of the Company or Seller nor any of its Subsidiaries and their advisors and consultants shall have sufficient access be required to execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Company and its Subsidiaries and its and their respective Representatives) Financing and (bv) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of neither the existing Indebtedness of the Company or Seller nor any of its Subsidiaries (in each case which shall be telephonic required to take any action that would violate its respective Organizational Documents or virtual meetings any Laws or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholdersthat would result in the contravention of, or any internal reorganization transactionsthat would reasonably be expected to result in a violation or breach of, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoingor a default under, any Contract to which any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedPerson is a party.

Financing Cooperation. Until the earlier of the Closing (a) The Company shall (and the termination of this Agreement pursuant shall cause its Subsidiaries to) provide to Article VIIIParent, the Company and shall use commercially reasonable efforts to provide, cause representatives of the Company and shall cause its Subsidiaries to provide to Parent, on a timely basis, all cooperation reasonably requested by Parent in connection with the arrangement by Parent or Merger Sub of any debt financing (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or create a risk of damage or destruction to any property or assets of the Company) prior to the Closing Date (including the marketing efforts in connection therewith) and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, the payments contemplated by Section 3.3(a) as may be reasonably requested by Parent in connection Parent, including by (i) furnishing Parent and its financing sources as promptly as reasonably practicable with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any such financial and other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating (provided, that the Company shall not be required to prepare any financial statements or deliver any other financial information not prepared by the Company or its Subsidiaries in the Ordinary Course of Business), (ii) assisting with the preparation of materials for rating agency presentations, offering documents, offering circulars documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any debt financing by Parent, (iii) subject to confidentiality agreements reasonably acceptable to the Company, using commercially reasonable efforts to permit Parent’s financing sources to conduct customary due diligence and evaluate the Company’s current assets, equipment, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing (including providing sufficient access to allow such lenders (or their agents or representatives) to conduct field examinations and appraisals; provided, that Section 7.1 shall apply mutatis mutandis), (iv) furnishing Parent and Parent’s financing sources promptly with all documentation and other information required by any Governmental Body with respect to any debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least three (3) days prior to the Closing to the extent requested in writing at least ten (10) days prior to the Closing, (v) arranging for customary pay off, discharge and termination at the Closing of all existing Indebtedness indebtedness of the Company or any of its Subsidiaries contemplated to be paid off, discharged and satisfied and/or terminated at the Closing, (vi) facilitating the execution and delivery at the Closing of definitive documents related to any debt financing, including using commercially reasonable efforts the pledging of collateral and providing guarantees to ensure that lenders and/or holders Parent’s financing sources at the Closing and (vii) assisting Parent in the satisfaction of conditions precedent or satisfaction of other obligations set forth in any debt financing to the extent the satisfaction of such conditions or obligations requires the cooperation of or is within the control of the existing Indebtedness Company or its Subsidiaries. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the Company, its Subsidiaries or their marks. (b) Notwithstanding anything to the contrary in this Section 7.14, (i) neither the Company nor any of its Subsidiaries shall be required to undertake any obligation or execute any agreement (other than authorization letters in connection with syndication efforts) that would be effective prior to the Effective Time, (ii) the board of directors (or similar governing body) of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access not be required to approve any financing, (iii) neither the Company and nor any of its Subsidiaries and shall be required to take any action that will conflict with or violate its and their respective Representativesorganizational documents or any applicable laws or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party, (iv) neither the Company nor any of its Subsidiaries shall be required to provide any information the disclosure of which is prohibited or restricted under applicable law or is legally privileged and (bv) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness no officer or representative of the Company or any of its Subsidiaries (in each case which shall be telephonic required to deliver any certificate or virtual meetings take any other action that could reasonably be expected to result in personal liability to such officer or sessionsrepresentative. Except to the extent contemplated hereunder, as circumstances require) Parent acknowledges and agrees that the Company and its Affiliates and their respective representatives shall not have any responsibility for (ii) with any required consents from or agreements with lenders or noteholdersor, or any internal reorganization transactions, in each case with respect to the assumption Company and its Subsidiaries, prior to the Closing), incur any liability to any person under or in connection with, the arrangement of any debt financing that Parent may raise in connection with the existing Indebtedness of transactions contemplated by this Agreement. Parent shall (x) promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its SubsidiariesSubsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 7.14 and (y) indemnify and hold harmless the Company, cause its Subsidiaries and their respective representatives from and against any representation and all damages, losses, charges, liabilities, claims, demands, actions, suits, Proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties and costs and expenses suffered or warranty incurred by them in connection with the arrangement of any debt financing (other than to the extent arising from willful misconduct, fraud, intentional misrepresentation or information provided by the Company or its Subsidiaries in this Agreement to be breached or cause connection with the debt financing). Parent acknowledges and agrees that obtaining any such debt financing (and any availability under Parent’s existing credit facilities) is not a condition to this Agreement to fail to be satisfiedthe Closing.

Financing Cooperation. Until (1) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company Vendor shall use commercially reasonable efforts to provide, (and shall cause its Subsidiaries the Corporation to), at the sole cost and expense of the Purchaser (subject to Section 7.2(2) below), use their commercially reasonable efforts to cause its the applicable officers, Employees and advisors, including legal and accounting, of the Corporation, to cooperate with the Purchaser as necessary in connection with the arrangement of any financing as may be customary and reasonably requested by the Purchaser (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Corporation), including using their respective Representatives commercially reasonable efforts to: (a) participate at reasonable times in a reasonable number of meetings, presentations and due diligence sessions; (b) assist the Purchaser and any financing sources in the preparation of bank information memoranda, private placement memoranda and similar documents for any portion of financing; (c) take all corporate actions reasonably requested by the Purchaser to providepermit 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, such cooperationguarantees, at Parent’s sole cost mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) and expense, documents as may be reasonably requested by Parent the Purchaser (provided that no obligation of the Corporation under any agreement or financing document contemplated in this Section 7.2(1) shall be effective until Closing); (e) obtain customary authorization letters with respect to the bank information memoranda and consents of accountants to the use of their reports in any materials relating to a financing; and (f) cooperate reasonably with the due diligence of financing sources, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Corporation; provided, however, that the Vendor and the Corporation shall not be obligated to provide or be responsible for any post-Closing or pro forma statements, information, or adjustments desired to be incorporated into any information used in connection with procurement of the financing unless already required to be provided by the Vendor for the Prospectus. (i2) 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 evaluation or analysis ofamounts that would have been incurred in connection with the transactions contemplated hereby regardless of efforts to obtain financing, or diligence with respect to, the existing Indebtedness otherwise incurred independently of the Company or any transactions contemplated hereby). (3) In the event that the minimum cash requirement in section 7.03(E) of its Subsidiariesthe Signing Date Sagicor Arrangement Agreement is not met due to excessive redemptions of Alignvest Class A Shares, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially Alignvest shall use reasonable commercial efforts to ensure that lenders and/or holders of 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 existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) Sagicor Acquisition Closing, and (b) upon Sagicor shall use reasonable notice and at reasonable times and locations, participating in meetings and presentations commercial efforts to cooperate with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect Alignvest’s efforts to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any seek to obtain such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedfinancing.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, at Parent’s sole expense, the Company Member shall, and shall cause each of its Subsidiaries to, use commercially its and their reasonable best efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be all cooperation reasonably requested by Parent in connection with the arrangement of the Financing and that is customary in connection with the arrangement of financings similar to those contemplated by the Commitment Letters, in a manner that does not unreasonably interfere with the business or ongoing operations of the Member and its Subsidiaries, including: (i) with any evaluation or analysis of, or diligence with respect to, participating and making the existing Indebtedness appropriate senior officers of the Company or any available to participate in a reasonable number of meetings (including customary one-on-one meetings with Financing Sources and potential financing sources and senior management and other Representatives of the Company), due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective rating agencies in connection with the Financing; (ii) cooperating with the marketing efforts and due diligence efforts of Parent and its Subsidiariesfinancing sources, including assisting with the preparation of customary offering memoranda, private placement memoranda, bank offering memoranda (aincluding a bank information memorandum that does not include material non-public information), syndication memoranda, lender presentations and similar documents and other customary marketing materials (including causing the Company and its Subsidiaries to deliver customary representation letters, authorization letters, confirmations and undertakings, in each case as contemplated by the Commitment Letters) reasonably promptly furnishing any required in connection with the Financing; (iii) providing Parent and its financing sources with the Required Information in a timely fashion such that Parent is able to comply with its obligations under the Commitment Letters with respect thereto and other pertinent and customary information regarding the business of the Company and its Subsidiaries as may be reasonably requested in writing by Parent relating in order to consummate the Financing and supplementing the same to the existing Indebtedness extent any such Required Information or other information, to the knowledge of the Company Member, contains any material misstatement of fact or omits to state any material fact necessary to make such information not misleading, as soon as reasonably practicable after obtaining knowledge thereof; (iv) executing and delivering any credit agreements, notes, guarantees, pledge and security documents, hedging arrangements and other definitive financing documents or other requested certificates or documents (including a certificate with respect to solvency matters); (v) taking such actions as are reasonably requested by Parent to assist with collateral audits and due diligence examination, including collateral eligibility criteria and other related criteria described in or contemplated by the Commitment Letters and granting any valuation agent acting on behalf of the Financing Sources, at reasonable times and on reasonable advance notice, access to the books and records of the Group Companies for the preparation of a valuation report with respect to the assets of the Group Companies to be included in the collateral contemplated by the Financing; (vi) assisting with the preparation of the borrowing base certificate contemplated by the Commitment Letters and facilitating the granting of a security interest (and perfection thereof) in the collateral contemplated by the Financing; and (vii) at least five (5) Business Days prior to Closing, providing all documentation and other information about the Group Companies that the Financing Sources have reasonably determined is required to comply with applicable Law to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (provided, that if the Member does not provide such documentation at least five (5) Business Days prior to Closing, the Member shall not be deemed to be in breach of this Section 5.08(a)(vii) if such documentation or information was not requested, in writing, from the Member by Parent or a Financing Source at least five (5) Business Days prior to the Closing); provided, that nothing in this Agreement, (including this Section 5.08) shall (x) require any such cooperation to the extent that it would (A) require the Member or any of its Subsidiaries to enter into or approve any agreement or other documentation that would be effective at any time before the time that will be immediately prior to the Closing or the effectiveness of which is not conditioned on the Closing (including using commercially reasonable efforts other than the representation letters, authorization letters, confirmations and undertakings referred to ensure that lenders and/or holders of in clause (ii) above), (B) require the existing Indebtedness of the Company Member, or any of its Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing (provided, that the Member and their advisors and consultants its Subsidiaries shall have sufficient access reasonably cooperate with Parent to appoint Parent’s designees to the Company respective boards of directors (or equivalent bodies) of the Group Companies as of immediately prior to Closing for purposes of approving resolutions, the effectiveness of which is to be conditioned upon the Closing, related to the Financing), (C) cause any condition to the Closing set forth in Section 8.01 or Section 8.02 to not be satisfied or otherwise cause any breach of this Agreement that would provide Parent the right to terminate this Agreement or seek indemnity under the terms hereof (unless, in each case, waived by Parent) or (D) conflict with or violate the Member’s or its Subsidiaries’ respective Governing Document or any applicable Law or (y) require the Member, any of its Subsidiaries or any Representative thereof to cause the delivery of legal opinions, reliance letters or any certificates that would be effective at any time before the time that will be immediately prior to the Closing or that the effectiveness of which is not conditioned on the Closing (other than the representation letters, authorization letters, confirmations and undertakings referred to in clause (ii) above). (b) Parent shall, promptly upon the request of the Member, reimburse the Member for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Member and its Subsidiaries in connection with the cooperation contemplated by Section 5.08(a) and Parent and Holdco shall, on a joint and several basis, indemnify and hold harmless the Member and its Subsidiaries and its and their respective RepresentativesRepresentatives from and against any and all liabilities, losses, damages, claims, interest, awards, judgments, penalties and reasonable and documented out-of-pocket costs or expenses suffered or incurred by any of them in connection with the Financing (including any actions under this Section 5.08) and any information utilized in connection therewith (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of other than any information prepared or provided by the existing Indebtedness of the Company Member or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactionsof their respective Representatives) except, in each case with respect to the assumption foregoing indemnity, to the extent resulting from bad faith, gross negligence or willful misconduct of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company Member or any of its Subsidiaries, cause Subsidiaries or any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedtheir respective Representatives.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant Prior to Article VIIIClosing, the Company Seller shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries Affiliates and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parentuse their reasonable best efforts to reasonably cooperate in connection with Purchaser’s sole cost and expense, arrangement of any debt financing for the transactions contemplated by this Agreement as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its SubsidiariesPurchaser at Purchaser’s sole expense, including (a) participation in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and road shows (it being understood that no participation by any director of Seller or its Affiliates or any officer of Seller or its Affiliates (other than officers of the Company and the Transferred Subsidiaries) shall be required in any such meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders in connection with the Purchaser Financing), (b) as promptly as reasonably promptly practicable, furnishing any pertinent Purchaser, its Affiliates and its financing sources (subject to the financing sources being bound by confidentiality agreements in accordance with customary market practice) with the financial information required by clause (g) of Exhibit C of the Financing Commitment as in effect on the date hereof (the “Financing Commitment Required Information”) and such other information regarding the Company and its the Transferred Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries customarily included in information memoranda and their advisors other syndication materials for revolving and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other thanterm loan facilities but excluding, for the avoidance of doubt, any pro forma financial statements, including providing consolidated financial statements for the Company Credit Facilities)and the Transferred Subsidiaries as of and for the year ended December 31, 2014 no later than February 15, 2015, (c) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt to be raised to complete the transactions contemplated hereby, (d) assisting with the preparation of customary materials, including information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the financing, (e) facilitating the pledging of collateral in connection with the Purchaser Financing (which shall only be effective at or after Closing) and (f) the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates of documents in connection with the Purchaser Financing. Notwithstanding None of Seller, its Affiliates or its or their Representatives shall have any liability or obligation under any agreement or any document related to Purchaser’s financing or be required to take any action in violation or conflict with any applicable Laws, and Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates, and their respective Representatives, from and against any and all Losses suffered or incurred by them (including attorneys’ and other fees and expenses as incurred) in connection with the foregoing, any such requested cooperation performance of its obligations under this Section 6.13 will not unreasonably interfere 7.18 or in connection with the operations arrangement of the Purchaser Financing except in the event such Losses arose out of or resulted from the willful misconduct of any such persons or historical information relating to the Company or any the Transferred Subsidiaries provided in writing by or on behalf of Seller, the Company or the Transferred Subsidiaries for use in the Purchaser Financing offering materials, and this indemnification shall survive termination of this Agreement. Purchaser shall promptly, upon request by Seller, reimburse Seller for all costs and expenses (including attorneys’ fees) incurred by Seller or its Affiliates (including the documented out-of-pocket Company and the Transferred Subsidiaries) in connection with the cooperation contemplated by this Section 7.18. For the avoidance of doubt, cause any representation or warranty of Company (x) nothing in this Agreement Section 7.18 shall require any cooperation to the extent that it would unreasonably interfere in any material respect with the business or operations of Seller or its Affiliates (including the Company and the Transferred Subsidiaries), (y) none of Seller or its Affiliates (including the Company and the Transferred Subsidiaries) shall be breached required to pay any commitment or cause other similar fee or incur any other liability or obligation in connection with the Purchaser Financing and (z) none of Seller or their respective Affiliates (including the Company and the Transferred Subsidiaries) shall be required to execute or deliver any document, including any agreement, instrument, guaranty, warranty, indemnity or certificate, that is not contingent upon the Closing or that would be effective prior to Closing. All non-public information identified as such regarding Seller and its Affiliates provided to Purchaser, its Affiliates or its Representatives pursuant to this Section 7.18 shall be kept confidential by them in accordance with Section 7.11, except for disclosure to potential lenders or investors as required in connection with the Purchaser Financing subject to customary confidentiality provisions. For the avoidance of doubt, Purchaser’s obtaining of any debt financing shall not be a condition to this Agreement to fail to be satisfiedthe Closing.

Financing Cooperation. Until (a) During the earlier of the Pre-Closing and the termination of this Agreement pursuant to Article VIIIPeriod, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries to, and shall use commercially reasonable best efforts to cause its and their respective Representatives to provideto, such cooperationcooperate with Parent, at Parent’s sole cost Merger Sub and expense, as may be reasonably requested by Parent their respective Representatives in connection with the Debt Financing (for the purposes of this Section 7.09, the term “Financing” and “Debt Financing” shall be deemed to include customary high-yield non-convertible debt securities offering to be issued or incurred in lieu of or in addition to the Debt Financing), including by using its and their reasonable best efforts to: (i) with any evaluation or analysis of, or diligence with respect to, provide the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any Required Information and such other financial and other pertinent and customary information regarding the Company and its Subsidiaries and the transactions contemplated by this Agreement as may be reasonably requested in connection with the Debt Financing, including in connection with (A) the preparation of rating agency presentations, lender or investor presentations, information memoranda, offering memoranda, private placement memoranda (including under Rule 144A under the Securities Act), road show presentations and similar documents (collectively, “Marketing Materials”), (B) the preparation by Parent relating Parent, Merger Sub and their respective Representatives of pro forma financial statements satisfying the requirements of the Debt Commitment Letter and (C) due diligence investigations by any Debt Financing Source or its Representatives; provided that, prior to the existing Indebtedness Closing Date, the Company shall ensure that the Required Information and other information provided pursuant to this clause (i), when taken as a whole, does not contain any untrue statement of a material fact regarding the Company or any of its Subsidiaries (including using commercially reasonable efforts or omit to ensure that lenders and/or holders of the existing Indebtedness of state any material fact regarding the Company or any of its Subsidiaries that is necessary to make such Required Information not materially misleading in light of the circumstances under which such statements have been made (giving effect to all supplements and their advisors and consultants shall have sufficient access updates provided thereto); (ii) cause its Representatives to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and participate, at reasonable times and locationslocations and upon reasonable notice, participating in meetings a reasonable number of meetings, conference calls, presentations, road shows, due diligence sessions, sessions with rating agencies and presentations other marketing efforts by Parent, Merger Sub, any Debt Financing Source and their respective Representatives with lenders and/or holders respect to the Debt Financing; (iii) assist with the preparation of Marketing Materials and with the negotiation and preparation of credit agreements, guarantees, pledges, security documents, certificates and other definitive documentation relating to the Debt Financing (including, in each case, any schedules thereto); (iv) facilitate the pledging of collateral including by cooperating in connection with the payoff of existing Indebtedness indebtedness and the release of related Liens and the termination of security interests (including by delivering prepayment or termination notices as required by the terms of any existing indebtedness and delivering payoff letters or UCC-3 or equivalent financing statements or termination notices); (v) take all corporate actions (which actions shall not be effective prior to the Closing) required (i) to authorize the execution by the Company or any of its Subsidiaries (in of each case definitive document relating to the Debt Financing to which shall it is specified to be telephonic or virtual meetings or sessions, as circumstances require) a Party and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, to permit the consummation of the Debt Financing and the granting and perfection of security interests in each case collateral with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.thereto;

Financing Cooperation. Until the earlier of Prior to the Closing and the termination of this Agreement pursuant to Article VIIIDate, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its each of the Group Companies and their respective Representatives officers, employees and advisors, including legal and accounting advisors, accountants, attorneys and auditors to provideprovide such reasonable cooperation to the Purchaser as may be requested by Purchaser to the extent permitted by laws (and the request will be precise and specific as reasonably practicable) in connection with the arrangement of financing by Purchaser for purposes of this Agreement and the Share Purchase Agreement (the “Financing”), including by: (a) promptly providing customary financial statements and financial information regarding the Group Companies as may be reasonably requested in writing by Purchaser (x) in order to consummate the Financing or (y) as necessary to satisfy the conditions set forth in the debt commitment letters received by the Purchaser and dated as of the date hereof (the “Debt Financing Commitment”), including (1) International Financial Reporting Standards adopted by the International Accounting Standards Board (“IFRS”) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for the 2012, 2013 and 2014 fiscal years of the Company (2) IFRS unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company reviewed by the auditors in accordance with PCAOB AU722 for each subsequent fiscal quarter ended at least 60 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end, and (3) all financial information about the Group Companies reasonably requested by Purchaser to (X) prepare customary pro forma financial statements customarily included in offering documents for high yield debt securities and (Y) assist Purchaser in reconciling the financial statements described in the foregoing clauses (1)-(3) to United States generally accepted accounting principles (“GAAP”), and (4) financial information that would be necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants of Purchaser and the Company in connection with the offering of such cooperationsecurities (and the Company shall arrange the delivery of such comfort with respect to such information); (b) cooperating with the marketing and due diligence efforts of Purchaser and their financing sources, including by assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda, business projections and similar documents required in connection with the Financing and any syndication thereof and assisting in identifying any portion of any information contained in any such offering documents that constitutes material non-public information as to any Group Company; (c) furnishing the Purchaser at Parent’s sole cost least six (6) Business Days prior to the Closing Date with documentation and expenseother information about the Group Companies expressly and specifically required by the Purchaser to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, provided that it has received a precise list of such documentation and other information at least nine (9) Business Days prior to Closing; (d) executing and delivering certificates, legal opinions and other customary documents relating to the Financing, in each case, with effect from and after the Closing, as may be reasonably requested by Parent Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (e) designating members of senior management of the Group Companies to execute customary authorization letters, and assisting in obtaining comfort letters (including “negative assurance” comfort), and accountants’ consent letters and assisting Purchaser and its counsel with obtaining the customary legal opinions required to be delivered with respect to any offering documents in connection with the Financing and otherwise procuring the assistance of auditors to the extent needed in finalizing and producing customary comfort on the information contained in any offering memorandum; (if) with any evaluation or analysis of, or diligence with respect to, facilitating the existing Indebtedness execution and delivery (at Closing) of definitive documents related to the Financing; (g) designating and causing members of senior management of the Company or any Group Companies to participate in a reasonable number of its Subsidiariesmeetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing at mutually agreeable times and upon reasonable notice; (h) facilitating the taking of all reasonable corporate actions by the Group Companies, subject to the occurrence of the Closing, necessary to permit the completion of the Financing, including (a) reasonably promptly furnishing executing and delivering any pertinent guarantee and any customary information regarding pledge and security documents by the Company Group Companies, in each case, with effect from and its Subsidiaries after the Closing as may be reasonably requested by Parent the Purchaser (provided that any obligations contained in such documents shall be effective no earlier than as of the Closing Date); (i) using reasonable best efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to be included in any offering documents; (j) using reasonable best efforts to assist in reconciling the financial statements of the Group Companies to GAAP; (k) reasonably cooperating in connection with the pay-off of existing indebtedness of the Group Companies and the release of related liens and termination of related security interests and the obtaining of customary pay-off and release letters (including by delivery of timely notices of repayment or prepayment); provided, however, that nothing in this Agreement shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Group Companies, or would violate or infringe any applicable law in any material respect. The Group Companies shall not be required to pay any commitment or other fees (except to the extent immediately reimbursed by the Purchaser) or provide any security or incur any other liability (except for amounts immediately reimbursed by the Purchaser) in connection with the debt financing prior to Closing. Neither the obtaining of the Financing, nor the completion of any issuance of securities contemplated by the Financing is a condition to the Closing. The Purchaser reaffirms its obligation to consummate the transactions contemplated by this Agreement and the Share Purchase Agreement irrespective and independently of the availability of the Financing or the completion of any such issuance, subject to the satisfaction of the conditions set forth in Article 7 of the Share Purchase Agreement. In no event shall any Financing be permitted which might expose the Group Companies (or its management) to any criminal liability. Notwithstanding anything to the contrary provided herein or in any other agreement among the parties hereto, Purchaser shall be permitted to disclose this Agreement and related documentation to any potential lenders or investors, subject to customary confidentiality undertakings by such potential lenders or investors with respect thereto. Purchaser shall indemnify, defend and hold harmless each of the Group Companies and their respective partners, members, managers, employees, accountants, legal counsel and other 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 the Financing and the performance of their respective obligations under this Section 4.(ii) and any information utilized in connection therewith, other than to the extent arising from (x) historical information relating to the existing Indebtedness Group Companies provided by the Group Companies in writing specifically for use in the Financing offering documents or (y) the wilful misconduct of the Company Group Companies or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) partners, members, managers, employees, accountants, legal counsel and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedrepresentatives.

Financing Cooperation. Until (a) From the date hereof until the Closing (or the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIIX), subject to the Company limitations set forth in this Agreement, each of ▇▇▇▇▇▇, ▇▇▇ and ▇▇▇▇▇▇ shall use commercially reasonable efforts to providecooperate, and shall cause its Subsidiaries and use commercially their reasonable best efforts to cause its and their respective Representatives Subsidiaries (and use their reasonable best efforts to providecause each of their respective officers, such cooperationdirectors, affiliates and agents) to cooperate, with Holdco and with each other, as reasonably requested, to arrange and consummate the ABL Financing and the Exchange Financing. Such cooperation will include: (i) using reasonable best efforts to make officers of appropriate seniority available, with appropriate advance notice and at Parent’s sole cost times and expenselocations reasonably acceptable to the applicable party for participation in bank meetings, additional bank calls during normal business hours at times to be mutually agreed, due diligence sessions during normal business hours at times to be mutually agreed, reasonable assistance in the preparation of confidential information memoranda and similar customary documents as may be reasonably requested by Parent any Financing Source for all or any portion of the ABL Financing; (ii) furnishing the Financing Sources with copies of such historical financial data with respect to the NAM Business or ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries, which is prepared by the NAM Business or ▇▇▇▇▇▇ (or their respective Subsidiaries), as applicable, in the ordinary course of business, and other financial data or other pertinent information as may be required to be delivered to satisfy a condition precedent under the Commitment Letter and is customarily required for the arrangement and syndication of debt financings similar to the ABL Financing or is required pursuant to the Commitment Letter; (iii) assisting with the preparation of appropriate and customary materials relating to the NAM Business or ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries, for rating agency presentations and meetings, offering documents, marketing materials, bank information memoranda, lender presentations, investor presentations and similar documents, in each case, reasonably requested by the Financing Sources in connection with the ABL Financing and, in each case, with respect to information relating to the NAM Business or ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries; (iv) providing at least five days prior to Closing all documentation and other information reasonably requested by the Financing Sources at least ten days prior to Closing under applicable “know your customer,” anti-money laundering rules and regulations and the USA PATRIOT Act of 2001; (v) providing reasonable and customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information relating to the NAM Business or ▇▇▇▇▇▇, as applicable, and their respective Subsidiaries, to prospective lenders (including with respect to presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions; (vi) assisting with the preparation of any credit agreement, indenture, pledge and security documents (including any intercreditor agreement), perfection certificates, hedging agreements, or other definitive financing documents or other documents related to the ABL Financing and the Exchange Financing; provided, that no obligation of Holdco or its Subsidiaries (including ▇▇▇▇▇▇ and its Subsidiaries) under any such document or agreement shall be effective until the Closing; (vii) facilitating the pledging of collateral owned by Holdco or its Subsidiaries; provided, that no pledge shall be effective until the Closing; and (viii) assisting in the preparation of the pro forma financial statements and projections required in connection with the ABL Financing; and (ix) (A) allowing the usual and customary use of the logos of the parties in connection with the ABL Financing (provided such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the reputation or goodwill of such party) and (B) in connection with the Closing, allowing the placement of customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as the Financing Sources may choose, and circulate similar promotional materials in the form of a “tombstone” or otherwise describing aspects of the transactions contemplated hereby and the ABL Financing. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 7.21): (i) with nothing in this Agreement (including this Section 7.21) shall require any evaluation or analysis of, or diligence with respect to, such cooperation to the existing Indebtedness of the Company extent that it would: (A) require any party or any of its their respective Subsidiaries to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing that will not be paid, reimbursed, incurred or given by Holdco following the Closing; (B) materially interfere with the ongoing business or operations of ▇▇▇▇▇▇, the NAM Business, ▇▇▇▇▇▇ or any of their respective Subsidiaries, including (aC) reasonably promptly furnishing require any pertinent and customary information regarding the Company and its party or any of their respective Subsidiaries as may be reasonably requested by Parent relating to enter into any agreement or other document effective prior to the Closing (other than authorization letters, confirmations and undertakings described in Section 7.21(a)(iv) or Section 7.21(a)(v)) or agree to any change or modification of any existing Indebtedness agreement that would be effective prior to the Closing (other than customary authorization letters); (D) require, prior to the Effective Time, any party or any of their respective Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Company ABL Financing; (E) require any action that would conflict with or violate the Organizational Documents of any party or any of its Subsidiaries or any material laws, or orders or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any NAM Material Contract or ▇▇▇▇▇▇ Material Contract, as applicable; (F) cause any director, officer, employee or stockholder of any party or any of their respective Subsidiaries to incur any personal liability; or (G) provide access to or disclose information that would jeopardize any attorney-client or work product privilege; provided that in such circumstances, the party in possession of such information shall provide a reasonable description of such information and shall cooperate in good faith to design and implement alternative disclosure arrangements to enable to evaluate such information, in each case without resulting in any attorney-client privilege or work-product privilege being jeopardized; or (H) require the NAM Business, ▇▇▇▇▇▇ or any of their respective Subsidiaries to prepare separate financial statements for any Subsidiary thereof, or change any fiscal period; and (ii) no action, liability or obligation (including using commercially reasonable efforts any obligation to ensure that lenders and/or holders pay any commitment or other fees or reimburse any expenses) of any party or their respective Subsidiaries, or any of their respective representatives under any certificate, agreement, arrangement, document or instrument relating to the ABL Financing (other than with respect to customary authorization letters) shall be effective until the Closing. (c) Following the Closing, Holdco shall indemnify and hold harmless ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇ and their respective Subsidiaries (other than with respect to any of the existing Indebtedness following that result from information furnished by such party or their respective Subsidiaries) against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and third-party accountants) or settlement payment incurred as a result of such cooperation or the Company ABL Financing and any information used in connection therewith; provided however, that the foregoing indemnification and hold harmless shall not apply to ▇▇▇▇▇▇, ▇▇▇ or ▇▇▇▇▇▇, as applicable, in the case of any item arising from the willful misconduct or gross negligence of such party or any of its Subsidiaries and or their advisors and consultants shall have sufficient access to the Company respective affiliates or representatives. All non-public or other confidential information provided by any party, and its Subsidiaries affiliates and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which representatives pursuant to this Section 7.21 shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) subject to customary confidentiality agreements in accordance with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied7.06.

Financing Cooperation. Until 7.4.1 Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIICompletion Date, the Company King shall use commercially all reasonable efforts endeavours to provideprovide to AB, and shall cause its Subsidiaries to, and shall use commercially all reasonable efforts endeavours to cause the respective officers, directors, employees and advisors and other Representatives, including legal and accounting, of each member of the King Group to, provide to AB and its and their respective Representatives to provide, Subsidiaries such cooperation, at Parent’s sole cost and expense, cooperation as may be reasonably requested by Parent AB in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness syndication and consummation of the Company Financing (provided that, in each case, such requested cooperation does not unreasonably interfere with the business or operations of any member of the King Group), including: (a) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions or sessions with prospective lenders, investors and rating agencies, in each case as reasonably requested and upon reasonable advance notice; provided, however, that such participation will be limited to King’s Executive Officers and will be solely for the purpose of providing information in relation to King; (b) providing information in connection with the preparation of materials for rating agency presentations, bank information memoranda, lender presentations, investor presentations and other customary marketing materials and documents required or necessary in connection with the Financing and the Transactions, including furnishing customary and reasonable business and financial projections reasonably requested by AB or any of its Subsidiaries, including furnishing customary and reasonable records, data or other information necessary to support any statistical information or claims relating to any member of the King Group appearing in the aforementioned marketing materials, and, at the reasonable request of AB, providing necessary support and information to enable AB to prepare materials demonstrating the meaningful differences in measurement of the King Group’s historical financial performance under IFRS compared to US GAAP, consenting (asuch consent not to be unreasonably withheld, conditioned or delayed) to AB filing a Form 8-K with the SEC disclosing information identified by AB relating to the King Group (other than projections) for purposes of permitting such information to be included in marketing materials or memoranda for the Financing to be provided to potential investors who do not wish to receive material non-public information with respect to AB and its Subsidiaries, the King Group or any of their respective securities; provided, however, that nothing in this sub-clause requires King to provide (i) information regarding compensation, (ii) US GAAP financial information or (iii) anything that will result in unreasonable interference with the business of King; (c) furnishing AB, as promptly as reasonably promptly furnishing any pertinent and customary practicable upon request by AB in connection with the Financing, with the following financial information regarding the Company King Group: (i) the audited consolidated statements of financial position for the fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 (and, if applicable, each subsequent fiscal year ended at least 90 days prior to the Completion Date) and related audited consolidated statements of operations, comprehensive income, changes in equity and cash flows of the King Group for the fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 (and, if applicable, each subsequent fiscal year ended at least 90 days prior to the Completion Date), in each case, prepared in accordance with IFRS, and in compliance with Regulation S-X promulgated under the Securities Act (“Regulation S-X”), and (ii) the unaudited consolidated statements of financial position and related consolidated statements of operations of the King Group for each subsequent fiscal quarter ended at least 45 days prior to the Completion Date, and for the comparable period of the prior fiscal year, in each case, prepared in accordance with International Accounting Standard 34, as issued by IASB; provided, however, that nothing in this sub-clause (c) requires King to provide (A) information regarding compensation, (B) US GAAP financial information or (C) information that is subject to confidentiality agreements, or is privileged, or is otherwise confidential and is a trade secret or competitively sensitive (unless disclosure is required to avoid a material misstatement or omission or is material non-public information and disclosed pursuant to Clause 7.4.1(b) above). Subject to disclosures contemplated by sub-clause (C) of the immediately preceding sentence, AB shall cause all non-public or other confidential information provided by or on behalf of King or any of its Subsidiaries or Representatives pursuant to this Clause 7.4 to be kept confidential in accordance with the AB Confidentiality Agreement; (d) furnishing AB, as promptly as reasonably practicable and prior to Completion with financial and other information with respect to the members of the King Group prepared in accordance with the applicable provisions of US GAAP and Regulation S-X reasonably necessary for AB to (i) evaluate the significance of the members of the King Group pursuant to Regulation S-X and (ii) prepare pro forma financial statements (including financial information with respect to the members of the King Group as of and for (x) the most recent annual period provided pursuant to sub-clause (c)(i) above, (y) the most recent interim period provided pursuant to sub-clause (c)(ii) above and (z) the 12-month period ending on the most recent statements of financial position date of King provided pursuant to sub-clauses (c)(i) or (c)(ii) above), prepared by AB after giving effect to the Transactions and the Financing as if such transactions and the Financing had occurred as of such date (in the case of statements of financial position) or at the beginning of such period (in the case of other financial statements) in accordance with the applicable provisions of US GAAP and Regulation S-X; (e) reasonably cooperating with requests for due diligence to the extent customary for financings of a type similar to the Financing and provided that such requests do not unreasonably interfere with the business of King; (f) providing promptly, and in any event, at least three Business Days prior to the Completion Date, such customary documentation and other customary information about the King Group as is reasonably requested in writing by AB reasonably in advance of, and in any event, at least 20 calendar days prior to, the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (g) assisting with the preparation of any credit agreements, indentures, notes, security purchase agreements, guarantees, pledge and security documents, hedging arrangements, other definitive financing documents, and other certificates or documents and back-up therefor and back-up for legal opinions customary in connection with financings of a type similar to the Financing as may be reasonably requested by Parent relating AB or any of its Subsidiaries; and (h) cooperating with AB and AB’s efforts to obtain corporate and facilities ratings as reasonably requested by AB. provided that: (i) no member of the King Group shall be required to pay any commitment or other fee or incur any cost, expense or liability (other than fees and expenses that are to be promptly reimbursed by AB under Clause 7.4.2) in connection with the Financing prior to the existing Indebtedness Completion Date; (ii) the King Board and officers of King prior to the Completion Date and the directors and officers of the Company Subsidiaries of King prior to the Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained; (iii) no member of the King Group shall be required to execute, prior to the Completion Date, any financing agreements, including any credit, security, pledge or other agreements in connection with the Financing, or deliver any solvency, officers’ or similar certificates or legal opinions in connection with the Financing, in each case, that are not subject to the occurrence of the Completion Date (other than representation letters required by King and its Subsidiaries’ auditors in connection with the delivery of “comfort letters”); and (iv) except as expressly provided above, no member of the King Group shall be required to take any corporate actions that are not subject to the occurrence of the Completion Date to permit the consummation of the Financing. 7.4.2 AB shall, promptly upon request by King, reimburse King for all reasonable documented out-of-pocket costs and expenses incurred by any member of the King Group in connection with cooperation under this Clause 7.4 and shall indemnify and hold harmless King, its Subsidiaries and their respective Representatives (including the King Board and officers of King or any of its Subsidiaries prior to the Completion Date) from and against any and all liabilities, losses, damages, claims, expenses, interest, judgments and penalties (each, a “Loss”) suffered or incurred by them in connection with the syndication or consummation of the Financing, any information utilised in connection therewith and any action taken by them at the request of AB or its Representatives (other than information provided by any member of the King Group or to the extent a Loss arises from the gross negligence, bad faith or misconduct of or a breach of this Agreement by an indemnified party). 7.4.3 King shall, or shall cause its Subsidiaries to, supplement the information provided in connection with the Financing on a reasonably current basis to the extent that any such information, to the Knowledge of King, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading in any material respect at the time and in light of the circumstances under which such statement is made, promptly after gaining Knowledge thereof. 7.4.4 King hereby consents to the use of the names and marks of King and its Affiliates (including using commercially any Trademarks derived therefrom) in connection with the Financing; provided, that such names and marks are used solely in a manner that is not intended to or reasonably likely to harm or disparage King or its Affiliates or their reputation, goodwill or intellectual property. 7.4.5 King shall use all reasonable efforts endeavours to ensure that lenders and/or holders assist in the delivery to AB of customary payoff letters, lien terminations and instruments of discharge in form and substance reasonably satisfactory to AB to allow for the existing Indebtedness payoff, discharge and termination in full on the ABL credit facility under the ABL Credit Agreement dated as of October 7, 2013, as amended, among Midasplayer International Holding Company Limited, ▇▇▇▇.▇▇▇ Limited, Midasplayer Vertriebs GmbH, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. and the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access other parties thereto. 7.4.6 Notwithstanding anything to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating contrary in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, nothing in this Clause 7.4 shall require any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations member of the Company or King Group to take any action that would violate Section 82 of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedthe Act.

Financing Cooperation. Until Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially its reasonable best efforts to providecooperate, and shall to cause its Subsidiaries to cooperate, with Parent and use commercially reasonable efforts Sub in connection with Parent and Sub obtaining the Financing, including (i) furnishing financial and other pertinent information relating to cause the Company and its business (including information to be used in the preparation of an information package regarding the business, operations, financial projections and their respective Representatives prospects of the Parent and the Company customary for such financing or any prospectus or offering memorandum or otherwise reasonably necessary for the completion of the Financing by the Financing Sources) to provideParent, such cooperation, at Parent’s sole cost Sub and expense, as may be the Financing Sources to the extent reasonably requested by the Parent to assist in connection preparation of customary offering or information documents to be used for the completion of the Financing and in advance of the Marketing Period, (ii) without limiting the generality of the preceding clause (i) with any evaluation or analysis of), or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably furnishing promptly furnishing any such financial and other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to consummate the Financing, including, without limitation, information of the type required by Regulation S-X and Regulation S-K under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act and in any event the information regarding the Company and its Subsidiaries required to be delivered pursuant to paragraphs vi and ix of Annex III to the Commitment Letter (the information described in this clause (ii), the “Required Company Financing Information”), (iii) prior to and during the Marketing Period, participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers with respect to, the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, roadshows, due diligence sessions, drafting sessions (including accounting due diligence sessions) and sessions with rating agencies in connection with the Financing, (iv) prior to the Marketing Period, assisting with the preparation of (A) any customary offering documents or memoranda, bank information memoranda, prospectuses and similar documents and (B) materials for rating agency presentations and bank information memoranda and similar documents required in connection with the Financing, (v) cooperating with the marketing efforts for any of the Financing, (vi) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Affiliates to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates, accountants’ comfort letters (and consents of accountants for use of their reports in any materials relating to the existing Indebtedness Financing and in connection with any filings required to be made by Parent pursuant to the Securities Act or the Exchange Act where the Financial Statements or any of the other Required Company Financing Information is included or incorporated by reference), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by the Parent as necessary and customary in connection with the Financing, (vii) (A) preparing and executing customary perfection certificates required in connection with the Financing, (B) obtaining pay-off letters and lien releases and instruments of discharge required to be delivered under the Commitment Letter and (C) obtaining guarantees, pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing and executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by Parent, consistent with the terms of this Agreement and the Commitment Letter, to obtain and perfect security interests in assets of the Company and its Subsidiaries that are intended to constitute collateral securing the Financing or otherwise facilitating the obtaining of guarantees, pledging of collateral from and after the Closing as may be reasonably requested by Parent; provided, that any obligations contained in all such agreements and documents shall be executed and effective no earlier than the Closing, (viii) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities, (ix) reasonably cooperating with the Financing Sources’ due diligence, providing all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent which is in connection with the Financing and relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act and (x) taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing including entering into one or more credit agreements, indentures or other instruments on terms reasonably satisfactory to Parent in connection with the Financing as of or immediately after the Effective Time to the extent direct borrowings or debt incurrence (or any guarantees thereof) by the Company is contemplated in the Financing; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Effective Time and no personal liability shall be imposed on the officers or employees involved. Neither the Company nor any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability prior to the Effective Time, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.12. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos in connection with 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 Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries their logos and their advisors on such other customary terms and consultants shall have sufficient access to conditions as the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for reasonably impose. For the avoidance of doubtdoubt and notwithstanding anything to the contrary above in this Section 6.12, Parent acknowledges and agrees that the Company Credit Facilities). Notwithstanding obligations of Parent and Sub to consummate the foregoingMerger and the other transactions contemplated by this Agreement are not conditioned upon the availability or consummation of the Financing or receipt of proceeds therefrom but, in any such requested cooperation event, without limiting the Company’s obligations under this Agreement, including this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied6.12.

Financing Cooperation. Until The Company shall provide to the earlier Park Parties, and shall cause the Company Subsidiaries, the respective officers and employees of the Closing Company and the termination Company Subsidiaries to provide to the Park Parties, and shall instruct and use its reasonable best efforts to cause the Representatives of the Company and the Company Subsidiaries to provide to the Park Parties, at the sole expense of the Park Parties, all cooperation reasonably requested by the Park Parties that is necessary or reasonably required in connection with any Third Party debt financing transaction or any Third Party underwritten public offering of Park Common Stock for cash that any of the Park Parties may pursue prior to the Closing Date, including the following: (i) furnishing the Park Parties as promptly as reasonably practicable upon request by the Park Parties with all financial statements, financial data and other information regarding the Company and the Company Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of any of the Park Parties (including for use in preparation of pro forma financial statements of any of the Park Parties); and (ii) requesting the Company’s independent accountants to prepare and deliver customary “comfort letters,” dated the date of each final offering document used in connection with any securities offering by any of the Park Parties (with customary bring-down comfort letters delivered on the closing date of any such offering), in compliance with professional standards (including providing “negative assurance” comfort and Statement on Auditing Standards No. 100 review of interim financial statements) and otherwise on terms reasonably acceptable to the Park Parties, as the case may be; provided, however, that no failure by the Company or any Company Subsidiary to comply with the foregoing shall give Parent or Park the right to terminate this Agreement pursuant to Article VIIISection 9.1(c), except to the Company shall use commercially reasonable efforts extent that such failure prevents the ability of Parent and Merger Sub to provideconsummate the Merger on a timely basis on or before the Outside Date; provided further, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness that none of the Company or any Company Subsidiaries shall be required to pay any fee or incur any liability in connection with any such financing, and no personal liability shall be imposed on any officers, trustees, directors or other Representatives of its the Company or any Company Subsidiaries. Nothing in this Section 7.17 shall require cooperation contemplated hereby to the extent it would interfere unreasonably with the business or operations of the Company or the Company Subsidiaries, and nothing in this Section 7.17 shall require the Company to cause its legal counsel to deliver any legal opinions. The Park Parties shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company or the Company Subsidiaries in connection with the cooperation provided or other action taken by Company or any Company Subsidiaries pursuant to this Section 7.17 and indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, trustees, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (acollectively, “Losses”) reasonably promptly furnishing suffered or incurred by them in connection with any pertinent and customary such financing transaction or public offering, any information utilized in connection therewith or any action taken by the Company or any of the Company Subsidiaries pursuant to this Section 7.17; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from a willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any Company Subsidiaries under this Agreement. All nonpublic or otherwise confidential information regarding the Company and its Company Subsidiaries as may obtained by the Park Parties, any of their Affiliates or their Representatives pursuant to this Section 7.17 shall be reasonably requested by Parent relating to kept confidential in accordance with the existing Indebtedness terms of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedConfidentiality Agreement.

Financing Cooperation. Until (a) From and after the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIdate hereof, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries subsidiaries to, and shall use commercially its reasonable best efforts to cause its and their respective Representatives to provideits subsidiaries’ representatives to, such cooperation, at Parent’s sole cost cooperate with Walgreens and expense, as may be reasonably requested by Parent Alliance Boots in connection with any Debt Financing in the following manner (in each case to the extent reasonably required in connection with any such Debt Financing): (i) furnish the report(s) of the auditors with respect to the audited financial statements of the Company and its subsidiaries, and use reasonable best efforts to obtain the consent of such auditors to the use of such report(s) in accordance with normal custom and practice with respect to any such Debt Financing, and use reasonable best efforts to cause such auditors to provide customary comfort letters to the underwriters, initial purchasers or placement agents, as applicable, in connection with any evaluation such Debt Financing; (ii) furnish Walgreens and Alliance Boots (and their respective representatives) with additional financial statements, schedules or analysis ofother financial data relating to the Company and its subsidiaries and assist Walgreens and Alliance Boots (and their respective representatives) with preparing pro forma financial statements, in each case, as reasonably requested in connection with any such Debt Financing (it being understood that none of Walgreens, Alliance Boots or any of their Affiliates (or any of their respective representatives) shall be permitted to disclose (whether by including such information in, or reflecting such information on, their financial statements or otherwise) any financial information provided by the Company pursuant to this clause (ii) prior to the Company first publicly disclosing such information in its ordinary course of business); (iii) reasonably cooperate with the due diligence of the proposed lenders, underwriters, initial purchasers, ratings agencies or placement agents, as applicable, and/or Walgreens, Alliance Boots and their respective representatives in connection with any such Debt Financing, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company (and in the case of the provision of information, to the extent already existing or that can be prepared without excessive cost or management time), and only as long as any person involved in such due diligence enters into a confidentiality agreement with the Company in customary form and substance reasonably acceptable to the Company; provided, however, that none of the Company, its subsidiaries or their respective representatives shall be required to deliver any opinions, 10b-5 statements or officer’s certificates in connection with any such due diligence efforts; provided, further that none of the Company, its subsidiaries or their respective representatives shall be required to provide any cooperation or information to the extent that (x) such information is competitively sensitive, (y) providing such cooperation or information (A) would reasonably be expected to jeopardize attorney-client privilege or loss of attorney work product protection, (B) would violate a confidentiality obligation to any person or (C) would violate any applicable law; provided, that with respect toto clauses (x) and (y), the existing Indebtedness Company uses reasonable efforts, and cooperates in good faith with Walgreens and/or Alliance Boots, as applicable, to develop and implement reasonable alternative arrangements to provide Walgreens and Alliance Boots (and their respective representatives) with the intended benefits of this Section 3.7; and (iv) reasonably assist in the review or preparation of applicable portions (i.e., to the extent relating to the Company) of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials in connection with such Debt Financing. (b) Notwithstanding anything in this Section 3.7 to the contrary, in fulfilling obligations of the Company pursuant to this Section 3.7, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other fee, provide any security or incur any other liability or execute or enter into any agreement in connection with any such Debt Financing. Walgreens and Alliance Boots shall promptly, upon request by the Company, reimburse the Company for all reasonable out of pocket costs and expenses incurred by the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding subsidiaries in connection with the cooperation of the Company and its Subsidiaries subsidiaries contemplated by this Section 3.7. For purposes of this Agreement, “Debt Financing” means any debt financing incurred by Walgreens or Alliance Boots, as may be reasonably requested by Parent relating to applicable, for purposes of exercising the existing Indebtedness of the Company Warrants and/or acquiring Initial Open Market Shares, Additional Open Market Shares or any of its Subsidiaries New Securities or Replacement Pre-emptive Shares (including using commercially reasonable efforts to ensure that lenders and/or holders of each as defined in the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsShareholders Agreement), participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other thanincluding, for the avoidance of doubt, any refinancings or “take-out” financings with respect thereto. The obligations of the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation and its subsidiaries under this Section 6.13 will not unreasonably interfere with 3.7 shall automatically terminate upon the operations date that the Beneficial Ownership (as defined in the Shareholders Agreement) of the Company or any Investors, in the aggregate, of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedCommon Stock is less than five percent (5%).

Financing Cooperation. Until (i) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially its reasonable best efforts to provideprovide to Parent and Merger Sub, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide (in each case at Parent’s sole expense) the following cooperation to the extent reasonably requested by Parent in connection with the arrangement of any debt financing in connection with the transactions contemplated hereby, (provided, however, that nothing in this Section 6.16(c) shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract; provided, that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any Contract, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality), (i) assisting in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate level to participate) in a reasonable number of meetings (but no more than two (2) in person “bank meetings” and additional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assisting Parent with the timely preparation of customary materials for bank information memoranda and ratings agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), (including executing and delivering a customary authorization letter to the extent reasonably requested by the lenders authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnishing Parent with the historical financial statements of the Company reasonably requested by the applicable financing sources or arrangers, including (A) within forty-five (45) days after the end of any fiscal quarter that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited consolidated statements of operations and cash flows, (B) within one hundred and twenty (120) days after the end of any fiscal year, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of operations and cash flows, and (C) such information as is necessary in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Financing Sources to be included in any bank information memoranda or other customary marketing materials, including by providing such financial and other pertinent information regarding the Company and its Subsidiaries and their respective Representatives businesses (it being understood that the Company needs only provide information to provideassist in the preparation thereof, such cooperationand shall not be required to provide pro forma financial statements or pro forma adjustments), at Parent’s sole cost (iv) providing Parent and expense, Merger Sub with information reasonably necessary to complete customary perfection certificates and other customary loan documents as may be reasonably requested by Parent or the Merger Sub, (v) reasonably facilitating the pledging of collateral as of (but not prior to) the Closing and (vi) provide all documentation and other information about the Company and its Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, at least five (5) Business Days prior to the Closing Date to the extent requested in connection writing at least ten (i10) Business Days prior to the Closing Date. (ii) Notwithstanding anything to the contrary in this Section 6.16(c), no action contemplated in this Section 6.16(c) shall be required if any such action shall: (I) unreasonably disrupt or interfere with the business or ongoing operations of the Company or the Company Subsidiaries; (II) (x) cause any evaluation representation or analysis of, warranty or diligence with respect to, the existing Indebtedness of covenant contained in this Agreement to be breached or (y) cause the Company or any of its SubsidiariesSubsidiaries to violate or waive any attorney-client privilege or beach any Contract, including applicable Law or Organizational Document; (aIII) reasonably promptly furnishing involve the entry into any pertinent and customary information regarding definitive agreements with respect to any debt financing or any other binding commitment by the Company and or any of its Subsidiaries as may that is not contingent upon the Closing Date occurring or that would be reasonably requested effective prior to the Closing Date (excluding the authorization and representation letters mentioned above); (IV) require the Company or any of its Subsidiaries or any of their Representatives to provide (or to have provided on its behalf) any certificates that would be effective prior to the Closing Date or any legal opinions; (V) require the Company or any of its Subsidiaries to pay any out-of-pocket fees or expenses prior to the Closing that are not promptly reimbursed by Parent relating to as set forth in Section 6.16(c)(iii) if the existing Indebtedness Closing does not occur; (VI) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability; (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of VII) require the Company or any of its Subsidiaries to execute and their advisors and consultants shall have sufficient access deliver any pledge or security documents or certificates, documents or instruments relating to the Company provision of guarantees and its Subsidiaries collateral in connection with the Financing that is not contingent upon the Closing Date occurring or that would be effective prior to the Closing Date; (VIII) except as necessary to give effect to the items expressly contemplated in this Section 6.16(c) and its and their respective Representativeswithout limiting clauses (III) and (bVII) upon reasonable notice and at reasonable times and locationsabove, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of require the Company or any of its Subsidiaries to execute and deliver any documentation (including corporate resolutions) related to the Financing; or (IX) cause any condition to the Closing set forth in each case which shall Article VII to fail to be telephonic satisfied. The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos solely to the extent necessary in connection with the Financing and solely in connection with a description of the Company, the Company Subsidiaries or virtual meetings the transactions contemplated by this Agreement and solely in a manner that is not intended or sessions, as circumstances require) and (ii) with any required consents from reasonably likely to harm or agreements with lenders disparage the reputation or noteholdersgoodwill of the relevant party, or any internal reorganization transactions, in each case of their respective Intellectual Property rights and will comply with respect the Company’s usage requirements and guidelines to the assumption extent made available to Parent prior to such use. In no event shall the Company or the Company Subsidiaries or any of their respective Affiliates be in breach of this Agreement because of the existing Indebtedness failure to deliver any financial or other information that is not readily available or is not otherwise prepared in the ordinary course of business of the Company by Parent (other than, for the avoidance of doubt, and the Company Credit Facilities)Subsidiaries at the time requested by Parent. Notwithstanding anything to the foregoingcontrary herein, any such requested cooperation breach by the Company or the Company Subsidiaries of their obligations under this Section 6.13 will 6.16(c), shall not unreasonably interfere with constitute a breach of this Agreement for the operations purposes of Article VIII or a breach of the condition precedent set forth in Section 7.3, unless the Company has knowingly and willfully breached its obligations under this Section 6.16(c) and such breach has been the primary and direct cause of Parent’s debt financing not being obtained. (iii) Parent shall (A) promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries, cause any representation or warranty of Company Subsidiaries in connection with the cooperation provided for in this Agreement Section 6.16, and (B) promptly indemnify and hold harmless the Company and the Company Subsidiaries and their respective Representatives from and against any and all liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by them in connection with the arrangement or consummation of the Financing, except to be breached the extent any such liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments or cause penalties arise out of or result from bad faith, gross negligence, fraud or willful misconduct by any condition to this Agreement to fail to be satisfiedof the Company, its Subsidiaries or their respective Representatives, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provideuse their reasonable best efforts to, such cooperation, at Parent’s sole cost and expense, provide all cooperation in connection with the arrangement of the Debt Financing that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent in connection (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, due diligence sessions, “road shows” and sessions with any evaluation or analysis ofrating agencies, or diligence in each case, at times and locations to be mutually agreed upon, (ii) assisting Parent with respect tothe preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar customary documents required in connection with the existing Indebtedness of Debt Financing, (iii) to the Company or any of extent not otherwise publically available, furnishing Parent and its Subsidiaries, including (a) reasonably promptly furnishing any Debt Financing Sources with financial and other pertinent and customary information regarding the Company and its Subsidiaries as may (the “Required Information”), including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the 1933 Act and of type and form customarily included in a registration statement on Form S-1 (or any applicable successor form) under the 1933 Act, (iv) obtaining accountants’ comfort letters and legal opinions and (v) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company (provided that (A) none of the letters, agreements, documents and certificates shall be reasonably requested by Parent relating executed and delivered prior to the existing Indebtedness Closing Date, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no personal or other liability shall be imposed on the officers, directors, management or employees involved). (b) If this Agreement is terminated pursuant to Article X Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred and documented by the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders in connection with the cooperation of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries contemplated by this Section 6.06. The Parent shall indemnify, defend and hold harmless the Company, its Subsidiaries and their respective Representatives) Representatives from and (b) upon reasonable notice against any and at reasonable times all losses, claims, damages, liabilities, fees, expenses, judgments and locations, participating fines arising in meetings and presentations with lenders and/or holders whole or in part out of actions or omissions undertaken pursuant to this Section 6.06 other than arising from fraud. Nothing in this Section 6.06 shall require the cooperation of the existing Indebtedness of the Company or any of Company, its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect their respective Representatives to the assumption of the existing Indebtedness of the Company by Parent extent it would (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or i) cause any condition to this Agreement Closing to fail to be satisfiedsatisfied or otherwise cause a breach of this Agreement (unless waived by the Company or Parent) or (ii) violate organizational documents, law applicable to it, or result in a material violation or breach under, any of its Material Contracts.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially its reasonable efforts to providebest efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and each of them shall use commercially their reasonable best efforts to cause its and their respective Representatives to provideuse their reasonable best efforts, such cooperationto provide customary, at Parent’s sole cost reasonable and expensetimely cooperation to the Parent and Merger Sub and their respective Representatives, as may be to the extent reasonably requested by Parent Parent, in connection with the offering, arrangement, syndication, marketing, consummation, issuance or sale of any Debt Financing (iincluding, for greater certainty, any potential Alternative Financing ) (provided, that such requested cooperation does not unreasonably interfere with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness ongoing operations of the Company or any of its SubsidiariesAffiliates), including including, to the extent so requested, using reasonable best efforts to: (ai) as promptly as reasonably promptly furnishing any pertinent practical, furnish Parent, Merger Sub and the Financing Parties (and their respective Representatives, as applicable) with the Required Financing Information and such further information as may be reasonably necessary for the Required Financing Information to remain Compliant and such other customary financial and other information regarding the Company and its Subsidiaries as may reasonably be requested by, and is necessary for, Parent or Merger Sub to fulfill the conditions and obligations applicable to it under the Debt Commitment Letters; (ii) provide reasonable and customary assistance to Parent, Merger Sub and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) in their preparation of (A) offering documents, offering memoranda, offering circulars, private placement memoranda, registration statements, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents to be used in connection with any portion of the Debt Financing and (B) materials for rating agency presentations, including (but subject to Section 5.21(b)), by providing any financial information and other data required to prepare any pro forma financial statements that are required under applicable securities Laws to be included in, or as may otherwise be reasonably required for and are customarily included in the foregoing financing materials; (iii) make senior management of the Company available, at reasonable times and locations and upon reasonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with Financing Parties and potential Financing Parties, including prospective investors in any Debt Financing involving the issuance of securities), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication activities, provided, at the Company’s option in consultation with Parent, any such meeting or communication may be conducted virtually by videoconference or other media; (iv) cause the Company’s independent registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Company’s independent registered accounting firm (A) to provide customary comfort letters (including “negative assurance” comfort) in connection with any capital markets transaction comprising a part of the Debt Financing to the applicable Financing Parties, (B) to provide any necessary consent to the inclusion of its audit report in respect of any financial statements of the Company included or incorporated in any of the applicable financing materials referred to in Section 5.21(a)(ii), and (C) to participate in a reasonable number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided, at the Company’s option, any such session may be conducted virtually by videoconference or other media, and including by using reasonable best efforts to provide customary representation letters to the extent required by such independent registered accounting firm in connection with the foregoing; (v) provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (vi) assist Parent, Merger Sub and the Financing Parties in obtaining or updating corporate, facility and issue credit ratings; (vii) assist in the negotiation, preparation and (contingent upon the Closing) execution and delivery of any credit agreement, indenture, note, debenture or other debt security, purchase, underwriting or agency agreement, guarantees, security documents, including any required information schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates, and any other definitive and ancillary documentation for the Debt Financing as may be reasonably requested by Parent, in each case as contemplated in connection with the Debt Financing; (viii) make introductions of Parent relating to the Company’s existing Indebtedness lenders and facilitate relevant coordination between Parent and such lenders; (ix) cooperate with the due diligence of Financing Parties and their Representatives in connection with the Debt Financing, to the extent customary and reasonable, including the provision of all such information requested with respect to the property and assets of the Company and its Subsidiaries and by providing to internal and external counsel of Parent, Merger Sub and the Financing Parties, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Debt Financing; provided, that, the Company and its Affiliates shall not be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; (x) deliver, at least seven (7) Business Days prior to Closing, to the extent reasonably requested in writing at least ten (10) Business Days prior to Closing, all documentation and other information regarding the Company and its Subsidiaries that any Financing Party reasonably determines is required by domestic and foreign regulatory authorities under applicable “know your customer” and domestic and foreign anti-money laundering rules and regulations, including the USA Patriot Act of 2001, and, to the extent required by any Financing Party, a beneficial ownership certificate (substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association) in respect of any of the Company or any of its Subsidiaries that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (including using commercially 31 C.F.R. § 1010.230); (xi) cooperate with and use reasonable best efforts to ensure provide all reasonable assistance to Parent in connection with any steps Parent may determine are necessary or desirable to take to prepay some or all amounts outstanding under the Company’s existing Credit Facility, including (A) preparing and submitting customary notices in respect of any such prepayment; provided that lenders and/or such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company, (B) obtaining from the agent a customary payoff letter in respect of the Company’s existing Credit Facility and (C) cooperate in the discharge and release of Liens securing indebtedness referenced in this clause (xi), including obtaining customary lien termination and other instruments of discharge, in each case in a form reasonably acceptable to Parent; (xii) to the extent requested by Parent, provide guarantees and facilitate the pledging of collateral and granting of security interests in connection with the Debt Financing (which discharges, releases, guarantees and security interests, for the avoidance of doubt, shall not be required to take effect before the Closing): (xiii) as soon as reasonably practical following the receipt of a written request of Parent, as determined by Parent in its sole discretion, (A) commence one or more consent solicitations to the holders of the Company’s Senior Notes, to waive, amend or remove any applicable change of control provisions, defaults or other covenants that would apply in connection with, or otherwise restrict the ability of the parties to consummate, the Merger or the Debt Financing as contemplated in this Agreement or the Debt Commitment Letters, as applicable (the “Consent Solicitations”), (B) commence one or more offers to purchase the Company’s Senior Notes (the “Debt Offers”), (C) issue a notice of optional redemption to redeem the Company’ Senior Notes pursuant to the terms thereof (the “Debt Redemptions”) or (D) take such other actions as may be permitted or required by the terms of the Company’s Senior Notes to satisfy and discharge, or defease any or all obligations under, the Company’s Senior Notes (the “Debt Discharge” and together with the Consent Solicitations, Debt Offers, and Debt Redemptions, the “Debt Transactions”), in each case on the terms and conditions specified by Parent (and, for greater certainty, Parent may request any combination of Debt Transactions pursuant to this clause (xiii)); provided that the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the necessary consent solicitation statement, offer to purchase, related letter of transmittal, supplemental indenture, redemption notice and other related documents in connection therewith; provided, further, that Parent shall consult with the Company regarding the timing of any Debt Transaction in light of the regular financial reporting schedule of the Company and the requirements of applicable Law; and (xiv) consent to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Debt Financing; provided that such trademarks, trade names and logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries or the Company’s or its Subsidiaries’ reputation or goodwill. (b) Notwithstanding the foregoing, none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to Section 5.21 that would: (i) require the Company or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing Indebtedness certificate, document, instrument or agreement (except for the authorization letters contemplated by Section 5.21(a)(v)) in each case, which are not contingent on Closing, (ii) cause any representation, warranty or other provision in this Agreement to be breached by the Company or any of its Affiliates, (iii) require the Company or any of its Affiliates to (x) pay any commitment or other similar fee or (y) incur any other expense, liability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with the Debt Financing prior to the Closing, or (z) have any obligation of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to Affiliates under any agreement, certificate, document or instrument be effective until the Company and its Subsidiaries and its and their respective RepresentativesClosing, (iv) and (b) upon reasonable notice and at reasonable times and locationscause any director, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness officer, employee or stockholder of the Company or any of its Subsidiaries Affiliates to incur any personal liability, (in each case which shall be telephonic or virtual meetings or sessions, as circumstances requirev) and (ii) conflict with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness Organizational Documents of the Company by or any of its Affiliates or any Laws, (vi) reasonably be expected to result in a material violation or material breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Affiliates is a party, (vii) provide access to or disclose information to the extent that the Company or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Company or any of its Affiliates in respect of such information, or (viii) require the Company to prepare any financial statements or information (other than the Required Financing Information) that are not available to it and prepared in the Ordinary Course of Business consistent with its historic financial reporting practice, with it being further understood that Parent (other thanand not the Company or any of its Affiliates) shall be responsible for the preparation of any pro forma financial statements for the Debt Financing (including, for the avoidance of doubt, any Alternative Financing), including the Company Credit Facilities). Notwithstanding the foregoingpreparation of any pro forma calculations, any such requested cooperation under post-Closing or other pro forma cost savings synergies, capitalization, ownership or other pro forma adjustments that may be included therein. Nothing contained in this Section 6.13 will not unreasonably interfere with the operations of 5.21 or otherwise shall require the Company or any of its SubsidiariesAffiliates, cause prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly on request by the Company, reimburse the Company and its Affiliates for all reasonable and documented out-of-pocket costs incurred by them or their Representatives in connection with such cooperation and shall indemnify and hold harmless the Company and its Affiliates and their respective Representatives from and against any representation and all losses suffered or warranty incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent or its Representatives pursuant to this Section 5.21 and any information used in connection therewith (other than information provided by or on behalf of the Company expressly for use in connection therewith). (c) The Parties hereto acknowledge and agree that the provisions contained in this Agreement Section 5.21 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be breached obtained by Parent with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement shall be deemed to expand or cause modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement Agreement. Notwithstanding anything to fail the contrary in this Agreement, the Company’s breach of any of the covenants required to be satisfiedperformed by it under this Section 5.21 shall not be considered in determining the satisfaction of the condition set forth in Section 6.3(b), unless such breach is the primary cause of Parent being unable to consummate, and obtain the proceeds of, the Debt Financing at or prior to Closing. (d) All non-public or otherwise confidential information regarding the Company or any of its Affiliates obtained by Parent or its Representatives pursuant to this Section 5.21 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that Parent shall be permitted to disclose such information to (i) the Financing Parties subject to their confidentiality obligations under the Debt Commitment Letters and the definitive documentation evidencing the Debt Financing and (ii) otherwise to the extent necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements reasonably satisfactory to the Company.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIAcceptance Time, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and use commercially reasonable best efforts to cause its officers, employees, consultants and their respective Representatives advisors, including legal and accounting advisors, to, provide to provide, Parent such cooperation, at Parent’s sole cost and expense, cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company available to participate in a reasonable number of meetings, presentations, and due diligence sessions with proposed lenders or placement agents, and in sessions with rating agencies, in each case at such times as coordinated reasonably in advance thereof, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, financial projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the future performance of the business of the Company to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral (provided that, in each case, to the extent provided in clause (iii) of the first sentence of Section 6.14(b), such documents shall be subject to the Closing and shall only be effective at or after the Effective Time), (iv) requesting and cooperating in obtaining customary lien terminations and instruments of discharge (the effectiveness of which shall be subject to the Closing and the occurrence of the Effective Time), relating to any evaluation indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Existing Loan Agreement are as set forth in Section 6.14(c) below), (v) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company, (vi) assisting with due diligence activities relating to the Company’s financial and other information during normal business hours upon reasonable advance notice, (vii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company reasonably requested by Parent as promptly as practicable following such request (it being agreed that the fiscal year 2013 audited financial statements described in the immediately following clause (1) shall be furnished as soon as they become available and in any event no later than 75 days after December 31, 2013), including (1) the Company’s fiscal year 2013, 2012 and 2011 audited financial statements and (2) the Company unaudited consolidated balance sheets and related statements of income and cash flows for each fiscal quarter ended after the close of its fiscal year 2013 and at least 40 days prior to the Closing Date (viii) taking all actions reasonably requested to (A) permit the prospective lenders and placement agents involved in the Debt Financing to evaluate the Company’s assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (ix) providing at least four (4) Business Days prior to the Acceptance Time all documentation and other information about the Company required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least eight (8) calendar days prior to the anticipated Acceptance Time and (x) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or analysis ofoperations of the Company, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or diligence (C) any financial statement with respect toto any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, unless, except in the existing Indebtedness case of clauses (A) and (C), such information is earlier reasonably available to the Company and reasonably requested by Parent, or (3) the taking of any action that would conflict with or violate (x) the Company’ Certificate of Incorporation or Bylaws, 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 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 the reputation or goodwill of the Company or any of its Subsidiarieslogos and on such other customary terms and conditions as the Company shall reasonably impose, including and Parent and its representatives shall cease all such use on the date of termination of this Agreement in the event that this Agreement is terminated in accordance with Section 8.01. (ab) reasonably Nothing in this Section 6.14 shall require the Company to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.14(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any definitive agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and placement agents and containing customary representations 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 with respect to the Company or its securities for purposes of federal securities laws). Furthermore, Parent shall, promptly furnishing any pertinent upon request by the Company, reimburse the Company for all reasonable and customary information regarding documented out-of-pocket costs and expenses incurred by the Company and its Subsidiaries as may be reasonably requested representatives in connection with their respective obligations pursuant to this Section 6.14. Parent shall indemnify and hold harmless the Company, its Affiliates and its representatives (collectively, the “Financing Indemnitees”) from and against any and all losses, damages, claims, costs or expenses suffered or incurred by Parent relating to any of them in connection with the existing Indebtedness Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactionsCompany), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by a Financing Indemnitee (the obligations in this sentence, the “Financing Cooperation Indemnity”). The obligations of Parent in the foregoing sentence shall survive the consummation of the Merger and any termination of this Agreement. After the Effective Time, the Financing Cooperation Indemnity only may be amended or waived in respect of any Financing Indemnitee with the consent of such Financing Indemnitee. (c) The Company shall use reasonable best efforts to deliver to Parent and Merger Sub at least three (3) Business Days’ prior to the Acceptance Time, but in no event later than two (2) Business Days before the Acceptance Time, a payoff letter with respect to the assumption Second Amended and Restated Loan and Security Agreement dated December 22, 2011 by and among the Company and Oxford Finance LLC, Silicon Valley Bank and General Electric Capital Corporation (as amended, supplemented, or otherwise modified from time to time, the “Existing Loan Agreement”), which payoff letter shall substantially provide (subject to customary exceptions) (x) that upon receipt of the existing Indebtedness payoff amount set forth in the payoff letter at or prior to the Effective Time, the respective indebtedness incurred thereunder and related instruments shall be terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the assets, rights and properties of the Company by Parent securing such Indebtedness, shall be, upon the payment of the amount set forth in the payoff letter at or prior to the Effective Time (other thanand, if applicable, providing for letters of credit or cash collateral) be released and terminated. At or prior to the avoidance of doubtEffective Time (but subject to the Effective Time occurring), the Company Credit Facilities). Notwithstanding shall pay off all amounts outstanding (including related fees and expenses) under the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with Existing Loan Agreement (up to the operations extent of cash available to the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedat such time).

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant Completion Date, ▇▇▇▇▇▇ shall provide to Article VIII, the Company shall use commercially reasonable efforts to provide▇▇▇▇▇, and shall cause its Subsidiaries to, and shall use commercially all reasonable efforts endeavours to cause the respective officers, employees and advisors and other Representatives, including legal and accounting, of ▇▇▇▇▇▇ and its Subsidiaries to, provide to ▇▇▇▇▇ and their respective Representatives to provide, its Subsidiaries such cooperation, at Parent’s sole cost and expense, cooperation as may be reasonably requested by Parent ▇▇▇▇▇ in connection with the syndication and consummation of the Financing (provided that such requested cooperation does not unreasonably interfere with the business or operations of ▇▇▇▇▇▇ and its Subsidiaries), including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with any evaluation prospective lenders, 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 or analysis ofnecessary in connection with the Financing, or diligence (iii) furnishing ▇▇▇▇▇ as promptly as reasonably practicable with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any financial and other pertinent and customary information regarding the Company ▇▇▇▇▇▇ and its Subsidiaries as may be reasonably requested by Parent ▇▇▇▇▇ to consummate the Financing, including all financial statements and financial and other data in respect of ▇▇▇▇▇▇ and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act if the Financing were registered on Form S-1 under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, provided, that ▇▇▇▇▇ acknowledges that no audits other than those set forth in the Scheme Document, the Joint Proxy Statement or the Form S-4 are required), (iv) providing such documents and other information relating to ▇▇▇▇▇▇ and its Subsidiaries as may be reasonably required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating to the Financing, (v) using all reasonable endeavours to obtain the consents of ▇▇▇▇▇▇’▇ accountants for use of their reports on the audited financial statements of ▇▇▇▇▇▇ in any materials relating to the Financing, (vi) using reasonable endeavours to obtain ▇▇▇▇▇▇’▇ accountant’s comfort letters reasonably requested by ▇▇▇▇▇, (vii) reasonably cooperating with requests for due diligence to the extent customary and reasonable, (viii) using reasonable endeavours to ensure that the Financing benefits from the existing Indebtedness lender relationships of ▇▇▇▇▇▇ and its Subsidiaries and (ix) providing such documentation and other information about ▇▇▇▇▇▇ and its Subsidiaries as is reasonably requested in writing by ▇▇▇▇▇ reasonably in advance of the Company Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT ACT; provided that none of ▇▇▇▇▇▇ or any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other cost or expense in connection with the Financing (other than fees and expenses of its accountants and attorneys that are promptly reimbursed by ▇▇▇▇▇ under Clause 7.8(b)); and provided, further, that (A) none of ▇▇▇▇▇▇ nor any of its Subsidiaries shall be required to incur any liability (other than the fees and expenses of its accountants and attorneys that are promptly reimbursed by ▇▇▇▇▇ under Clause 7.8(b)) in connection with the Financing prior to the Completion Date, (B) the ▇▇▇▇▇▇ Board and officers of ▇▇▇▇▇▇ prior to the Completion Date and the directors and officers of the Subsidiaries of ▇▇▇▇▇▇ prior to Completion Date shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, (C) none of ▇▇▇▇▇▇ nor any of its Subsidiaries shall be required to execute, prior to the Completion Date, any definitive financing agreements, including any credit or other agreements in connection with the Financing, and (D) except as expressly provided above, none of ▇▇▇▇▇▇ nor any of its Subsidiaries shall be required to take any corporate actions prior to the Completion Date to permit the consummation of the Financing. (b) ▇▇▇▇▇ shall, promptly upon request by ▇▇▇▇▇▇, reimburse ▇▇▇▇▇▇ for all reasonable documented out-of-pocket costs and expenses incurred by ▇▇▇▇▇▇ or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless ▇▇▇▇▇▇, its Subsidiaries and their respective Representatives (including using commercially reasonable efforts to ensure that lenders and/or holders the ▇▇▇▇▇▇ Board and officers of the existing Indebtedness of the Company ▇▇▇▇▇▇ or any of its Subsidiaries and their advisors and consultants shall have sufficient access prior to the Company Completion Date) from and against any and all liabilities, losses, damages, claims, expenses, interest, judgments and penalties suffered or incurred by them in connection with the syndication or consummation of the Financing, any information utilised in connection therewith (other than information provided by ▇▇▇▇▇▇ or its Subsidiaries and its and their respective Representativesin accordance with the terms hereof) and (b) upon reasonable notice and any action taken by them at reasonable times and locations, participating in meetings and presentations with lenders and/or holders the request of the existing Indebtedness of the Company ▇▇▇▇▇ or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedRepresentatives.

Financing Cooperation. Until (a) Upon the request of Parent, the Partnership and its Subsidiaries shall execute and deliver, at the Closing, one or more supplemental indentures, officers’ certificates, board resolutions or other documents or instruments required for the due assumption of, and succession to, the Second Lien Notes and related guarantees, security documents, intercreditor agreements and other similar agreements and instruments (collectively, the “Second Lien Notes Documents”) to the extent required by the terms of such Second Lien Notes Documents, and the Partnership and its Subsidiaries shall provide, at the sole cost of Parent, all assistance reasonably required by Parent in connection with obtaining the execution of such instruments by any other required parties. (b) In the event that Parent desires to consummate an exchange offer, tender offer, repurchase offer, consent solicitation, discharge, defeasance, redemption or similar transaction, or any combination thereof (collectively, the “Debt Transactions”) with respect to the Second Lien Notes, the Partnership and its Subsidiaries shall use their respective commercially reasonable efforts to, and shall use commercially reasonable efforts to cause their respective Representatives (including the trustee and collateral trustee for the Second Lien Notes) to, cooperate in good faith to permit such Debt Transactions to be effected on such terms, conditions and timing as reasonably requested by Parent, including if so requested by Parent, causing the Debt Transactions to be consummated substantially concurrently with, but not prior to, the Closing. Upon request of Parent, the Partnership and its Subsidiaries shall execute and deliver one or more supplemental indentures, board resolutions, officers’ certificates or other documents or instruments reasonably required in connection therewith (it being understood such documentation may be required to be executed and delivered and such amendments to the Second Lien Notes Documents may be required to be effectuated prior to Closing so long as any such amendments cease to be effective if Closing does not occur). For the avoidance of doubt, the consummation of any Debt Transaction shall not be a condition to Closing. (c) Parent shall prepare all necessary and appropriate documentation in connection with any Debt Transactions, and the Partnership shall have a reasonable opportunity to review and comment upon such documents (the “Offer Documents”). The parties hereto shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the preparation of the Offer Documents. If, at any time prior to the completion of the Debt Transactions, the Partnership or any of its Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use commercially reasonable efforts to promptly notify the other party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated by or on behalf of the Partnership or its Subsidiaries to the holders of the Second Lien Notes. (d) In connection with any Debt Transaction, Parent may select one or more dealer managers, information agents, solicitation agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Partnership, to provide assistance in connection therewith, and the Partnership shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected; provided, that neither the Partnership nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Partnership nor any of its Subsidiaries shall be a party or have any obligations under. (e) The Partnership shall, and shall cause its Subsidiaries to, at the reasonable request of Parent, deliver all notices and to take all other actions required to facilitate (i) the termination of commitments in respect of the GE Credit Facility and (ii) the repayment in full of all obligations for borrowed money outstanding thereunder and the release of any Liens securing such indebtedness and guarantees in connection therewith on the Closing Date. In furtherance of the foregoing, the Partnership and its Subsidiaries that are party to the GE Credit Facility shall deliver to Parent on the Closing Date a payoff letter and related lien release documentation with respect to such indebtedness in form and substance customary for transactions of this type from General Electric Capital Corporation, as agent on behalf of the lenders under the GE Credit Facility, which payoff letter and related lien release documentation shall, among other things, include the payoff amount and provide that liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Partnership and its Subsidiaries that are party to the GE Credit Facility securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable payoff letter at or substantially concurrently with the Closing, be released and terminated, provided, that Parent shall provide all funds required to effect all such repayments at or substantially concurrently with the Closing. (f) From and after the date of this Agreement, and through the earlier of the Closing and the termination of date on which this Agreement pursuant to is terminated in accordance with Article VIII, the Company Partnership shall, and the Partnership shall cause each of its Included Subsidiaries, and shall use commercially reasonable efforts to providecause their Representatives (including their auditors) to, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its provide all customary cooperation (including providing reasonably available financial and their respective Representatives to provide, such cooperation, at Parent’s sole cost other information regarding the Included Subsidiaries for use in marketing and expense, offering documents and assisting in the preparation of pro forma financial statements) as may be reasonably requested by Parent to assist Parent in connection (i) with the arrangement of any evaluation bank debt financing or analysis of, or diligence with respect to, any capital markets debt financing for the existing Indebtedness purposes of financing the payment of the Company Cash Consideration and (ii) any other amounts required to be paid in connection with the consummation of such transactions, any repayment of refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated by this Agreement; provided, however, that (x) no obligation or liability of the Included Subsidiaries under such bank debt financing or any capital markets debt financing shall be effective prior to the Closing and (y) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operation of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company Partnership and its Subsidiaries as may be reasonably requested by Included Subsidiaries. (g) Notwithstanding any other provision of this Agreement, Parent relating to shall indemnify and hold harmless the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any Partnership and each of its Subsidiaries and their advisors respective Representatives from and consultants shall have sufficient access to against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees) interest, awards, judgments and penalties suffered or incurred in connection with any and all of the Company and matters contemplated by this Section 6.19 (other than arising from a material misstatement or omission on the part of the Partnership or its Subsidiaries), whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated. Parent shall, promptly upon request by the Partnership, reimburse the Partnership for all reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Partnership or its Subsidiaries in connection with this Section 6.19, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated. (h) Parent shall provide the Partnership with true and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationscorrect copies of any material documents in connection with any consent solicitation, participating in meetings and presentations with lenders and/or holders tender offer, bank debt financing or capital markets debt financing proposed or entered into for the purposes of financing the payment of the existing Indebtedness Cash Consideration. As and when requested by the Partnership, Parent shall keep the Partnership reasonably informed of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case material developments with respect to any such transaction (including by providing copies to the assumption Partnership of any amendments or supplements to, or replacements of, the any material documents in connection with any such transaction) until the first to occur of the existing Indebtedness Closing Date and the termination of this Agreement in accordance with its terms. (i) The Parent Entities acknowledge and agree that obtaining any consent solicitation, tender offer, bank debt financing or capital markets debt financing is not a condition to their obligations to effect the Company by Parent (other than, for Closing and the Mergers. For the avoidance of doubt, if any financing, has not been obtained, the Company Credit Facilities). Notwithstanding the foregoingParent Entities shall each continue to be obligated, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations subject to satisfaction or waiver of the Company or any of its Subsidiariesconditions set forth in Article II, cause any representation or warranty of Company in to consummate the Mergers and the other transactions contemplated by this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until the earlier of the Closing (a) The Company shall use its commercially reasonable efforts to, and the termination of this Agreement pursuant to Article VIII, the Company shall use commercially reasonable efforts to provide, and shall cause each of its Subsidiaries and use commercially reasonable efforts to cause its and their respective directors, officers, managers, employees, members and Representatives to, provide to provide, such cooperationParent, at Parent’s sole cost and expense, such customary cooperation as may be reasonably requested by Parent to assist Parent in causing the conditions in the Definitive Debt Financing Agreements to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Debt Financing (provided that nothing herein shall require such cooperation to the extent that it would unreasonably interfere with the business or operations of the Company), which includes but is not limited to: (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness senior management of the Company or any participating, on advance notice, in a customary and reasonable number of its Subsidiariesmeetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including (a) reasonably promptly furnishing any pertinent direct contact between senior management and customary information regarding Representatives of the Company and its Subsidiaries and the Debt Financing Sources; (ii) reasonably cooperating with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents reasonably required in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; provided, that any such prospective lenders and financing sources shall have agreed to keep such information confidential pursuant to customary confidentiality undertakings with respect to such information (and as may to which the Company shall be an express beneficiary); (iii) assisting in the negotiation, execution and delivery of officer’s certificates (including relating to solvency matters of the Company both before and after giving effect to the incurrence of the Debt Financing and the consummation of the transactions contemplated by this Agreement and such Debt Financing), it being understood that such solvency certificate shall not require the applicable officer to address (A) the solvency of any entity other than Parent, any Subsidiary of Parent and/or the Company or (B) transactions other than the transactions contemplated by this Agreement and the Definitive Debt Financing Agreements, credit agreements, indentures, purchase agreements, pledge and security documents, collateral documents and documents facilitating the pledge of collateral for the Debt Financing (including reasonable cooperation in connection with any pay-down or pay-off of the Indebtedness of the Company, including the payment of the Credit Party Closing Payment Amount, and the release of related Liens, as applicable); provided, that such documents shall not take effect until, and shall be conditioned upon the occurrence of, the Closing; (iv) furnishing Parent and the Debt Financing Sources as promptly as reasonably practicable following written request from the Parent with all consolidated financial statements and other pertinent information related solely to the Company and its Subsidiaries and required or otherwise reasonably requested by Parent the Debt Financing Sources, including the financial statements required by paragraph 4 of Exhibit B of the Debt Commitment Letter; provided, that the Company shall not be responsible for, the preparation of projections, risk factors and forward-looking statements relating to all or any component of the existing Indebtedness Debt Financing and pro-forma financial information, including pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be incorporated into any pro-forma financial information; (v) permitting the prospective lenders or investors involved in the Debt Financing or their representatives to evaluate, examine or audit the Company and its Subsidiaries, including their respective assets, borrowing base, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; and (vi) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in any commitment letters related to the Debt Financing. (b) Notwithstanding anything to the contrary contained in this Agreement (i) nothing in this Agreement (including this Section 6.17) shall require any cooperation to the extent that it would (A) require the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure pay any commitment or other fees or reimburse any expenses that lenders and/or holders of are not contingent upon and due on or after the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholdersClosing, or incur any internal reorganization transactionsliability or give any indemnities that are not contingent upon and due on or after the Closing, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not B) unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to take any action that would conflict with or violate 38031572.13 the Company’s or any of its Subsidiaries’ Charter Documents or other organizational documents or any Laws, or (D) result in any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters relating to the Debt Financing; and (ii) any action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company or any of its Subsidiaries or any of their respective representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall not be effective until following the Closing. (c) The Company shall and shall cause each of its Subsidiaries to deliver to Parent promptly (to the extent requested at least five (5) days prior to the Closing Date), with all documentation and other information reasonably required under applicable “know your customer” and anti-money laundering rules and regulations. (d) The Company hereby consents to the use of its logos in connection with the Debt Financing in a manner consistent with debt financings similar to the Debt Financing, provided, that such logos are used in a manner that is not intended or reasonably likely to harm or disparage the Company, any representation of its Subsidiaries, or warranty their Intellectual Property. (e) Parent and Merger Sub shall (i) promptly, upon request by Company, reimburse Company for all out-of-pocket costs and expenses (including attorneys’ fees and accountants’ fees) incurred by Company or any of its Affiliates, officers or representatives in connection with the actions and undertakings contemplated by this Section 6.17, and (ii) indemnify and hold harmless Company, the Company and their respective Affiliates, officers and representatives from and against any and all liabilities suffered or incurred by any of them in connection with the arrangement of any Debt Financing or Alternative Financing. All information provided by or on behalf of Company and its Affiliates, officers and representatives pursuant to this Section 6.17 shall be kept confidential by Parent and its Affiliates in accordance with the terms of this Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to the Debt Source Parties, subject to the Debt Source Parties entering into customary confidentiality undertakings with respect to such information. This Section 6.17(e) shall survive the consummation of the Transactions or any earlier termination of this Agreement and is intended to benefit, and may be breached or cause any condition enforced by, the Persons indemnified pursuant to this Agreement to fail to be satisfiedSection 6.17(e).

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the The Company shall use commercially reasonable best efforts to provide, assist and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at cooperate with Parent upon Parent’s sole cost request in connection with ▇▇▇▇▇▇’s payoff, termination and expense, as may be reasonably requested discharge of the Company’s outstanding Indebtedness identified by Parent in writing and delivered to the Company at least fifteen (15) days prior to the date on which the Company would be required to deliver a notice of redemption or prepayment to the trustee, agent or similar Person, as applicable, under the applicable Company Existing Debt Agreement, including by (a) executing and delivering prepayment notices (or obtaining a waiver of the requirement to deliver such prepayment notice) in accordance with and as required by the documentation governing such Indebtedness that Parent will seek to repay at the Closing, and (b) delivering (or causing to be delivered) to Parent (preceded by drafts of the same at least three Business Days prior to the Closing) executed payoff letters (or similar documents) in customary form reasonably acceptable to Parent in respect of such Indebtedness, which shall provide for the aggregate amount required to be paid for the satisfaction of such Indebtedness and, upon receipt of the amount specified and to the extent applicable, release and termination of all Encumbrances and guarantees in connection therewith and authorization of the Company or its designee to file such customary collateral releases to be effected at the Closing, including financing termination statements and other customary instruments and filing documents necessary to reflect the release of such Encumbrances and (ic) with providing such other customary cooperation relating to the foregoing that Parent may reasonably request. Parent acknowledges and agrees that Parent’s obligation (or those of any evaluation of its Affiliates (including Merger Sub)) to consummate the Transactions are not in any way contingent upon or analysis of, or diligence with respect otherwise subject to, and there is no condition to the existing Closing requiring, (A) the consummation of any payoff, termination or discharge (in whole or in part) of any of the Company’s outstanding Indebtedness of or (B) the obtaining (whether by Parent, the Company or any of its Subsidiariestheir respective Affiliates (including, including (ain the case of Parent, Merger Sub)) reasonably promptly furnishing of any pertinent and customary information regarding consents, amendments or waivers from the requisite lenders, noteholders, agents, trustees or similar Persons, as applicable, under the applicable Company and its Subsidiaries as may be reasonably requested by Parent relating Existing Debt Agreement that are required thereunder in order to permit the existing Indebtedness consummation of the Company Transactions or to effectuate any payoff, termination or discharge (in whole or in part) of any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedCompany’s outstanding Indebtedness.

Financing Cooperation. Until the earlier of (a) On and prior to the Closing and Date, upon the termination request of this Agreement pursuant to Article VIIIPurchaser, the Company Seller shall use commercially reasonable best efforts to provideto, and shall cause its Subsidiaries and use commercially reasonable best efforts to cause the Company, its Subsidiaries, and their respective Representatives to, reasonably cooperate in connection with any financing sought to providebe obtained by Purchaser in connection with the transactions contemplated by this Agreement, including any offering of securities as contemplated in the Debt Commitment Letter (the “Financing”), including, to the extent related to the Financing: (i) causing the Company’s management team, with appropriate seniority and expertise, to participate in due diligence and drafting sessions and rating agency presentations, if any; (ii) providing information with respect to the Company, including reserve reports and lease operating statements, reasonably requested by Purchaser or its Financing Sources; (iii) preparing and furnishing to Purchaser the Required Information and such other financial information concerning the Company as reasonably requested by Purchaser, including, without limitation, balance sheet, income statements and statements of cash flows for each of the most recently completed fiscal year ended at least ninety (90) days before the Closing Date, which such annual statement shall have been audited by independent accountants of the Company in accordance with GAAP and each subsequent interim financial quarter ended after December 31, 2019 and at least forty-five (45) days before the Closing Date, which such interim statements shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by AU-C 930; (iv) assisting in the preparation of SEC filings to be made by Purchaser, offering memoranda, private placement memoranda, prospectuses, bank confidential information memoranda, rating agency presentations and similar documents (“Offering Documents”), including furnishing such operating and other data or information relating to the assets and operations of the Company as reasonably requested by Purchaser for inclusion therein; (v) (A) causing the independent accountants of the Company and its Subsidiaries to cooperate with Purchaser, including by participating in drafting sessions and accounting due diligence sessions, obtaining the consent of, and customary “comfort” letters from, such cooperationindependent accountants (including by providing customary management letters and requesting legal letters to obtain such consent) in connection with any securities offering by Purchaser if necessary or desirable for Purchaser’s use of the Company or its Subsidiaries’ financial statements, at Parentincluding written consents to use their audit reports relating to the Company and its Subsidiaries and to be named as an “Expert” in any document related to any such securities offering, (B) causing independent reserve engineers of the Company and its Subsidiaries to cooperate with Purchaser, including by participating in drafting sessions and reserve engineer due diligence sessions, obtaining the consent of, and customary comfort letters from such independent reserve engineers (including, if necessary, by providing customary management letters and requesting legal letters to obtain such consent) in connection with any securities offering by Purchaser if necessary or desirable for Purchaser’s sole cost use of the Company or its Subsidiaries’ reserve report, including any necessary written consents to use their reserve reports relating to the Company and expense, its Subsidiaries and to be named as an “Expert” in any document related to such securities offering and (C) cooperating with Purchaser’s legal counsel or independent reserve engineers in connection with any legal opinions that such legal counsel may be required to deliver or “comfort” letter that such independent engineers may be reasonably required to deliver, in each case, in connection with any securities offering; (vi) cooperating reasonably with any documentary or other due diligence requests, to the extent customary and reasonable; (vii) providing customary authorization letters authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a misstatement or omission; (viii) assisting in the amendment or novation of any of the Company’s H▇▇▇▇▇ other than set forth on Schedule 6.24 of the Company Disclosure Letter, as applicable and in each case, on terms that are reasonably requested by Parent the Purchaser; provided that no obligation of the Company under any such amendments or novations shall be effective until the Closing Date; (ix) furnishing promptly all documentation and other information required by any Governmental Entity or as reasonably requested by any financing source under applicable “know your customer,” anti-bribery, anti-money laundering and beneficial ownership rules and regulations, including the PATRIOT Act, the FCPA, and economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (x) executing and delivering any definitive financing documents (and taking all organizational actions relating thereto, subject to the occurrence of the Effective Time), including any necessary pledge and security documents, as reasonably requested by Purchaser and otherwise facilitating the pledging of collateral in connection with the Financing, including taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the foregoing), and providing customary title information and title opinions; provided that no obligation of the Company or any of its Subsidiaries under any such definitive financing documents, including any pledge and security documents, shall be effective until the Closing Date, (xi) assisting with the repurchase, redemption and repayment of the Company’s existing indebtedness, including in connection with the delivery of required notices and obtaining the Payoff Letter and other documents required by Section 8.2(d) in connection with Closing. (b) Notwithstanding the foregoing, (i) Seller, the Company and its Subsidiaries shall not be required to take any action pursuant to clause (a) above if such action would cause any representation, warranty, agreement or covenant contained in this Agreement to be breached (unless waived by Purchaser), (ii) the Seller shall not be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing at any evaluation time, and none of the Company or analysis ofany of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing prior to the Closing, (iii) neither the Seller nor any of their officers, directors, or diligence employees shall be required to execute or enter into or perform any agreement with respect toto the Financing at any time, and none of the existing Indebtedness Company or its Subsidiaries nor any of their officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (iv) none of Seller, the Company or any of its Subsidiaries, including nor their respective officers, managers, directors or employees shall be required to execute any solvency certificate in connection with the Financing, (av) reasonably promptly furnishing no obligation of the Company or its Subsidiaries or any pertinent of their Representatives undertaken pursuant to the foregoing shall be effective until the Closing, (vi) none of Seller, the Company and customary their respective Subsidiaries and Representatives shall be required to prepare pro forma financial information regarding or projections, which shall be the responsibility of Purchaser, and (vii) no director, officer, or employee of Seller or the Company shall be required to execute any agreement or certificate in his or her individual, rather than official, capacity. For the avoidance of doubt, receipt of the Financing is not a condition to the Purchaser’s obligation to consummate the Transactions. (c) Promptly upon the Seller’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Seller, the Company and its Subsidiaries as may in connection with assisting in any financing arrangement pursuant to this Section 6.24 shall be reasonably requested reimbursed by Parent relating the Purchaser, and, in the event the Closing shall not occur, the Purchaser shall indemnify and hold harmless the Seller, the Company, their respective Subsidiaries and its and their Representatives from and against any and all losses, damages, costs or expenses suffered or incurred by them in connection with the Financing and any information contained in the Offering Documents in connection therewith, except (i) with respect to information supplied by Seller or the Company specifically for inclusion or incorporation by reference in any Offering Document or (ii) to the existing Indebtedness extent such losses and damages arise from fraud, bad faith or willful misconduct of Seller, the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Company, their respective Subsidiaries and its and their advisors Representatives. Notwithstanding anything to the contrary in this Agreement, any out-of-pocket fees and consultants shall have sufficient access to expenses incurred by the Seller, the Company and its Subsidiaries in connection with assisting in any financing arrangement pursuant to this Section 6.24 shall not be considered Transaction Costs for purposes of this Agreement; provided it is understood that general auditor and legal expenses the Seller, the Company its and their respective RepresentativesSubsidiaries would have incurred regardless of whether cooperation was requested pursuant to this Section 6.24 shall not be so excluded. (d) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders The Company hereby consents to the use of the existing Indebtedness trademarks, service marks and logos of the Company or any of and its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) connection with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption arrangement of the existing Indebtedness Financing and repayment or refinancing of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere indebtedness in connection with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedTransactions.

Financing Cooperation. Until (a) Subject to Section 6.03(a), prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIOffer Closing, the Company shall use commercially its reasonable best efforts to providecooperate, and shall to cause its Subsidiaries Subsidiaries, and use commercially reasonable efforts to cause its and their respective Representatives Representatives, to providecooperate, such cooperationwith Parent and Merger Sub in connection with Parent and Merger Sub obtaining financing in connection with the transactions contemplated by this Agreement including, at Parent’s sole cost request (i) furnishing Parent and expenseMerger Sub and their financing sources with financial and other pertinent information (including bank and bond information memoranda, syndication materials, offering and other similar documents) customarily utilized in financing transactions of the kind contemplated hereby, (ii) in each case, upon reasonable notice, making management of the Company (including some members of the financial staff) available to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, any such financing), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with such financing, (iii) assisting with the preparation of materials for rating agency presentations and bank information memoranda and similar documents customarily prepared in connection with the financing, (iv) using reasonable best efforts to facilitate accountant’s comfort letters and legal opinions reasonably requested by Parent, (v) reasonably facilitating the pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing and executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by Parent that are consistent with the terms of this Agreement or otherwise facilitating the pledging of collateral from and after the Closing as may be reasonably requested by Parent; provided, that any obligations contained in all such agreements and documents shall be effective no earlier than the Effective Time, (vi) promptly furnishing all documentation and other information about the Company and its Subsidiaries required by Governmental Entities with respect to the financing under applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act and (vii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested to permit the consummation of any such financing and to permit the proceeds thereof to be made available to the Company, including entering into one or more credit agreements, indentures or other instruments on terms reasonably satisfactory to Parent in connection with therewith as of or immediately after the Offer Closing to the extent direct borrowings or debt incurrence by the Company is contemplated by any such financing; provided that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (iincluding the entry into any agreement) or that would be effective prior to the Offer Closing. None of the Company nor any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability or to bear any cost or expense or to pay any commitment or other similar fee (other than reasonable out-of-pocket costs) in connection with any evaluation such financing or analysis ofany of the foregoing prior to the Offer Closing. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos in connection with any such financing, provided that such logos are used solely in a manner that is not intended to or diligence with respect to, the existing Indebtedness of reasonably likely to harm or disparage the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding Subsidiaries or the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness 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. (including using commercially b) Parent shall, promptly upon request by the Company following any termination of this Agreement, reimburse the Company for all documented and reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with Section 6.16(a) and their advisors Parent shall indemnify and consultants shall have sufficient access to hold harmless the Company and its Subsidiaries and its and their respective Representatives) Affiliates, directors, officers, employees and (b) upon reasonable notice agents from and at reasonable times against any and locationsall liabilities, participating losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) connection with any required consents from assistance or agreements with lenders or noteholders, or any internal reorganization transactions, activities provided in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedconnection therewith.

Financing Cooperation. Until the earlier of the (a) Subject to Section 6.16(b), prior to Closing and the or termination of this Agreement pursuant to Article VIIIAgreement, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to, use reasonable best efforts to provide, such cooperationreasonably cooperate with and reasonably assist Parent, at the Parent’s request, sole cost and expense, as may be reasonably requested by Parent in connection with arranging, obtaining and syndicating any Financing and causing the conditions in the Financing Documents and any commitment letters entered into in connection with such Financing to be satisfied, including using reasonable best efforts in (i) with any evaluation or analysis assisting with, and furnishing information for the purposes of, the preparation of customary prospectuses (including any pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980), offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary marketing materials in connection with the Financing (all such documents and materials, collectively, the “Marketing Documents”) (it being understood and agreed that the Marketing Documents shall include (or diligence otherwise be subject to) any customary exculpation language, as the case may be, with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of Company, its Affiliates and their respective Representatives), (ii) furnishing to the Company or any of its Subsidiaries Parent as promptly as reasonably practicable financial statements and operational information (including using commercially reasonable efforts to ensure consolidated financial statements for interim periods up until the Closing Date) that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access can be prepared without undue burden with respect to the Company and its Subsidiaries and its and their respective RepresentativesSubsidiary as is reasonably requested by Parent (the “Required Information”), (iii) and (b) upon reasonable notice and at reasonable times and locations, participating assisting in meetings and presentations with lenders and/or holders the preparation of the existing Indebtedness schedules to collateral agreements by providing information of the Company Entities required to be made available on such schedules for purposes of the arrangement or consummation of the Financing, (iv) subject to any contractual agreement in effect, facilitating the pledging of its Subsidiaries collateral for the Financing, which shall not be required to be delivered or effective until at or promptly following the Effective Time, (v) subject to any contractual agreement in effect, obtaining the Payoff Letter, and the related lien releases, and instruments of termination or discharge, as applicable, required pursuant to Section 6.12, in each case which shall provide that, if sufficient funds are received by the financing sources under the Credit Agreement in order to pay off in full all obligations (other than the Excluded Obligations) in connection therewith or secured thereby, such release, termination and/or discharge shall be telephonic effective, and (vi) furnishing Parent as promptly as reasonably practical (and at least three (3) business days prior to the Closing Date) with all documentation and other information related to the Company and its Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing by Parent or virtual meetings its Financing Sources at least ten (10) business days prior to the Closing Date. The Company hereby consents to the use of its and its Subsidiary’s logos in connection with the Financing so long as such logos are used solely (i) in a manner that is not intended to or sessions, as circumstances require) that is not reasonably likely to harm or disparage the Company or its Subsidiary or the reputation or goodwill of the Company or its Subsidiary and (ii) solely in connection with a description of the Company, its business and products or the Merger. (b) Notwithstanding the requirements of Section 6.16(a) or anything in this Agreement to the contrary, (i) neither the Company nor any of its Affiliates or their respective Representatives shall be required consents from to enter into, approve or agreements with lenders perform (or noteholderscommit to enter into, approve or perform) any certificate, document, agreement, or any internal reorganization transactionsinstrument, in each case with respect which will be effective prior to the assumption of Effective Time, (ii) nothing herein shall require cooperation contemplated thereby to the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not extent it would interfere unreasonably interfere with the business or operations of the Company or any of its SubsidiariesAffiliates or their respective Affiliates, (iii) none of the Company nor any of its Affiliates or their respective Representatives, will be required to (1) pay or commit to pay any commitment or other fee, (2) reimburse or incur any costs or expenses or incur any other liability (including any guarantee, indemnity or pledge) in connection with the Financing or the Marketing Documents prior to the Effective Time, (3) provide any financial data other than the Required Information, or (4) provide any legal opinion or reliance letters or any certificate (in the case of the Company or its Subsidiary that would be required to be delivered prior to the Effective Time), comfort letter or opinion of any of its Representatives, (iv) nothing herein will involve any binding commitment by the Company, any of its Affiliates or any of their respective Representatives which commitment is not conditioned on the Effective Time and does not terminate without liability to the Company, its Affiliates and their respective Representatives upon the termination of this Agreement, and (v) nothing herein will require the Company, any of its Affiliates or any of their respective Representatives to provide any information or take any action, the disclosure or taking of which would violate applicable Legal Requirements, any fiduciary duty, any Contract or obligation of confidentiality owing to a third party, or jeopardize the protection of the attorney-client privilege (or similar protections) held by the Company or any of its Affiliates; provided that, if the Company does not provide or cause any representation its Representatives to provide such access or warranty such information in reliance on the foregoing, then the Company shall (1) provide a written notice to Parent stating that it is withholding such access or such information and (2) reasonably cooperate (at the request of Company Parent) to provide the applicable access or information in a way that would not violate such applicable Legal Requirements, fiduciary duty or Contract or otherwise jeopardize such privilege. Nothing in this Agreement Section 6.16 will require (1) any Representative of the Company or its Subsidiary to deliver any certificate or opinion or take any other action under this Section 6.16 that could reasonably be breached expected to result in personal liability to such Representative; (2) the Board of Directors (or cause any condition committee or subcommittee thereof) or the board of directors, managers, managing member or any similar controlling body of any Subsidiary of the Company to approve (or otherwise take any corporate or similar action with respect to) any financing (including the Financing) or Contracts (including any Financing Document or commitment letter) related thereto; or (3) the Company and its Subsidiary to take any action that would conflict with or violate its organizational or governance documents or any applicable Legal Requirements, or result in the contravention of, or that could reasonably be expected to result in a violation of breach of, or default under, any agreement to which the Company or its Subsidiary is a party. (c) Subject to any applicable Legal Requirements, all non-public or other confidential information provided by the Company, its Subsidiary or any of their respective Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Purchaser will be permitted to fail disclose such information to any Financing Sources or prospective equity or debt financing sources and other financial institutions and investors that are or may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be satisfiedbound by the Confidentiality Agreement as a “Representative” thereunder as if parties thereto; or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (d) If the Closing does not occur, promptly upon request by the Company, Parent will reimburse the Company for any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or its Subsidiary in connection with the cooperation of the Company and its Subsidiary contemplated by this Section 6.16 (it being understood and agreed that the reimbursement set forth in this Section 6.16(d) shall not apply to any fees, costs, and expenses incurred by, or on behalf of, the Company, its Subsidiary or any of its Representatives in connection with its ordinary course financial reporting requirements or in the provision of data that, in each case, was already prepared or was being prepared by the Company, its Subsidiary or its Representatives in the ordinary course of business notwithstanding this Section 6.16). (e) The Parent shall indemnify, defend and hold harmless the Company Entities and their respective Representatives from and against any and all losses, damages, claims, interest, awards, judgments, penalties, costs and expenses suffered or incurred by any of them in connection with the Financing (including any action taken in accordance with this Section 6.16) and costs and expenses incurred in defending against the foregoing, except to the extent such losses, damages, claims, costs or expenses arise from the willful breach of this Agreement by the Company, as finally determined by a court of competent jurisdiction, or from fraud on the part of the Company.

Financing Cooperation. Until (a) The Acquirer shall use its reasonable best efforts to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing contemplated by the Debt Financing Commitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable thereto), including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to the Acquirer than those contained in the Debt Financing Commitments (as determined in the reasonable judgment of the Acquirer) and not in violation of this clause (a) (including clauses (A)-(C) below), (ii) satisfy (or, if deemed advisable by the Acquirer, seek a waiver of) on a timely basis all conditions applicable to the Acquirer in the Debt Financing Commitments that are within its control and otherwise comply with its obligations thereunder and pay related fees and expenses on the Closing Date or otherwise as and when due and payable, (iii) maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and supplements not prohibited by this clause (a)) until the Acquisition and the other transactions contemplated by this Agreement (the “Contemplated Transactions”) are consummated or this Agreement is terminated in accordance with its terms, and (iv) enforce its rights under the Debt Financing Commitments in the event of a breach by any counterparty thereto. The Acquirer shall have the right from time to time to amend, supplement, amend and restate or modify the Debt Financing Commitments; provided, that any such amendment, supplement, amendment and restatement or other modification shall not, without the prior written consent of the Company (A) add new (or adversely modify any existing) conditions precedent to the Debt Financing as set forth in the Debt Financing Commitments as in effect on the date hereof, (B) except as otherwise set forth herein, reduce the aggregate amount of the Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the Debt Financing as set forth in the Debt Financing Commitments) in a manner that would adversely impact the ability of the Acquirer to consummate the Acquisition or that would otherwise be expected to delay or impede the Acquisition or (C) otherwise be reasonably expected to (1) prevent, impede or delay the consummation of the Acquisition and the other Contemplated Transactions, (2) make the funding of the Debt Financing as set forth in the Debt Financing Commitments less likely to occur or (3) adversely impact the ability of the Acquirer to enforce their rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto. For the avoidance of doubt, the Acquirer may amend, supplement, amend and restate, modify or replace the Debt Financing Commitments as in effect at the date hereof (x) to add or replace lenders, arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement or (y) to increase the amount of Indebtedness contemplated by the Debt Financing Commitments. For purposes of this Schedule 4, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments (including any flex provisions applicable thereto) as permitted to be amended, supplemented, replaced or modified by this clause (a) (and, if applicable, shall include any Alternative Financing used to satisfy the obligations under this Agreement) and references to “Debt Financing Commitments” shall include such documents as permitted to be amended or modified by this clause (a) (and, if applicable, shall include any commitments in respect of Alternative Financing). The Acquirer shall (X) give the Company prompt notice of any material breach or default by any party to the Debt Financing Commitments or any Alternative Financing, in each case of which the Acquirer has become aware, and any purported termination or repudiation by any party of the Debt Financing Commitments or any Alternative Financing, in each case of which the Acquirer has become aware, or upon receipt of written notice of any material dispute or disagreement between or among the parties to the Debt Financing Commitments or any Alternative Financing and (Y) otherwise keep the Company reasonably informed of the status of the Acquirer’s efforts to arrange the Debt Financing upon Company’s reasonable request. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Debt Financing Commitments, but alternative facilities are available on terms and conditions substantially similar to the Debt Financing Commitments, the Acquirer shall use its reasonable best efforts to promptly arrange to obtain alternative financing (“Alternative Financing”) from alternative sources in an amount sufficient to consummate the Contemplated Transactions; provided, that the Acquirer shall use its reasonable best efforts to ensure that the terms of such Alternative Financing do not expand upon the conditions precedent or contingencies to the funding of the Debt Financing on the Closing Date as set forth in the Commitment Letter in effect on the date of this Agreement or otherwise include terms (including any “flex” provisions) that would reasonably be expected to prevent, impede or materially delay the consummation of the Contemplated Transactions. In addition, the Acquirer shall have the right to substitute the net cash proceeds received by the Acquirer after the date hereof and prior to the Closing from consummated offerings or other incurrences of debt (including notes) by the Acquirer for all or any portion of the Debt Financing by reducing commitments under the Commitment Letter; provided, that (w) to the extent any such debt has a scheduled special or mandatory redemption right, such right is not exercisable prior to the earlier of the Closing and Effective Date, the termination of this Agreement or the Long Stop Date, as applicable, (x) such offering or other incurrence of debt does not result in a breach or default under, or violation of, the Commitment Letter, (y) the aggregate amount of the Debt Financing committed under the Commitment Letter following such reduction, together with other cash and cash equivalents available to the Acquirer, is sufficient to pay all amounts required to be paid in connection with the Contemplated Transactions and (z) the Acquirer promptly notifies the Company of such substitution and reduction. If commitments under the Commitment Letter have been reduced to zero in connection with the preceding sentence, the obligations of the Company and its Subsidiaries pursuant to Article VIIIclause (b) shall no longer be in effect. Further, the Acquirer shall have the right to substitute commitments in respect of other debt financings for all or any portion of the Debt Financing from the same and/or alternative bona fide financing sources so long as (v) such other debt financing does not result in a breach or default under, or violation of, the Commitment Letter (to the extent it remains in effect following such substitution), (w) the aggregate amount of the Debt Financing, together with other cash and cash equivalents available to the Acquirer, is sufficient to pay all amounts required to be paid in connection with the Contemplated Transactions, (x) all conditions precedent to effectiveness of definitive documentation for such debt financing have been satisfied and the conditions precedent to funding of such financing are, in respect of certainty of funding, equivalent to (or more favorable to the Acquirer than) the conditions precedent set forth in the Commitment Letter, (y) such substitution would not reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing or such other debt financing on the Closing Date and (z) prior to funding of any loans thereunder, the commitments in respect of such debt financing are subject to restrictions on assignment that are in the aggregate substantially equivalent to or more favorable to the Company that the corresponding restrictions set forth in the Commitment Letter, to supplement or replace the Debt Financing. True, correct and complete copies of each amendment or modification to the Commitment Letter relating thereto and documents with respect to each alternative or substitute financing commitment in respect thereof (each, a “New Debt Commitment Letter”), together with all related fee letters (solely in the case of the fee letter, with only the fee amounts, dates, pricing caps, “market flex” and other economic terms redacted) (each, a “New Fee Letter”), will be promptly provided to the Company (and drafts thereof shall be made available to the Company prior to any such substitution). In the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the Commitment Letter as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Commitment Letter” shall be deemed to include the Commitment Letter which is not superseded by a New Debt Commitment Letter at the time in question and each New Debt Commitment Letter to the extent then in effect, and (iii) any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the Commitment Letter that is not superseded by any New Debt Commitment Letter at the time in question and to each New Debt Commitment Letter to the extent then in effect. (b) It being understood and agreed that in no event shall the Company’s compliance with Clause 10.3(b) of the Agreement or the provisions of this Schedule 4 be a condition to the consummation of the Acquisition, and in no event shall any actions taken by, or inaction of, the Company, its Subsidiaries or its Representatives pursuant to this Schedule 4 result in any representation or warranty made under or in connection with this Agreement to be breached or any Condition to fail to be satisfied or otherwise cause or result in any breach of this Agreement by the Company: (i) The Company shall use commercially reasonable efforts to provide, provide and shall to cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using use commercially reasonable efforts to ensure provide, on a reasonably timely basis such cooperation as may reasonably requested by the Acquirer in connection with the Debt Financing, including (i) providing the Financing Information, (ii) providing customary documents and certificates, and taking other actions reasonably requested by the Acquirer that lenders and/or holders are or may be customary in connection with the Debt Financing (including (A) cooperating in the replacement, backstop or cash collateralization of any outstanding letters of credit issued thereunder for the existing Indebtedness account of the Company or any of its Subsidiaries and their advisors (B) consulting with the Acquirer in connection with the negotiation of such definitive financing documents and consultants shall have sufficient access agreements and such other customary documents as may be reasonably requested by the Acquirer); (iii) providing assistance in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, private placement memoranda and other customary marketing and syndication materials reasonably requested by the Acquirer or any of its Affiliates in connection with the Debt Financing (such documents and materials, including the materials prepared for ratings agencies described under subclause viii below, “Offering Materials”); (iv) cooperating with the marketing efforts for any portion of the Debt Financing, including using commercially reasonable efforts to assist the Acquirer in ensuring that the syndication efforts benefit from the existing banking relationships of the Company and its Subsidiaries Subsidiaries; (v) permitting the reasonable use by the Acquirer and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders Affiliates of the existing Indebtedness Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of 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; (vi) participating as necessary in each case which shall be telephonic or virtual meetings or a reasonable number of customary meetings, presentations, one- on-one sessions that are requested in advance and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as circumstances require) and applicable (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactionsincluding the reasonable participation in such meetings by the Company’s senior management), in each case case, in connection with the Debt Financing; (vii) reasonably cooperating with any financing sources or prospective financing sources (including lenders, underwriters, initial purchasers or placement agents) for the Debt Financing (together with the arrangers and the partners, shareholders, managers, members, directors, attorneys, officers, employees, advisors, accountants, consultants, agents, Affiliates and Representatives and successors of any of the foregoing, collectively, the “Financing Sources”) and their respective agents’ due diligence, including providing access to documentation reasonably requested by any such Person in connection with the Debt Financing; (viii) assisting in preparing customary rating agency presentations and participating in a reasonable number of sessions with rating agencies in connection with the Debt Financing; (ix) causing the Company’s independent auditors to furnish to Acquirer and the Financing Sources with drafts of customary comfort letters that such independent auditors are prepared to deliver upon “pricing” of any high-yield bonds being issued in connection with the Debt Financing and to cause such auditors to deliver such comfort letters upon the “pricing” of any such high-yield bonds, (x) obtaining the assistance of the Company’s independent auditors to consent to the use of their reports in the any Offering Materials related to any high-yield bonds being issued in connection with the Debt Financing and procuring their participation in drafting sessions and due diligence sessions (to the extent permissible under the applicable law and their professional standards), in connection with the any such high-yield bond offering, and (x) as long as such information is requested by the Financing Sources in writing at least ten (10) Business Days prior to the Closing Date, providing to the Financing Sources, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the assumption Company and its Subsidiaries under applicable “know your customer” and anti-money laundering Laws, including the USA PATRIOT Act of 2001, as amended, and the existing Indebtedness of the Company by Parent beneficial ownership regulations under 31 C.F.R. Section 1010.230; provided, that (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations x) none of the Company or any of its SubsidiariesSubsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with any such financing except for any payment that is conditioned upon, cause and shall not take effect until, the Effective Date, and (y) neither the Company nor any representation of its Subsidiaries shall be required to take any corporate or warranty similar actions prior to the Closing Date to permit the consummation of the Debt Financing and no obligations of the Company in or any of its Subsidiaries under any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement, covenant, commitment, document, certificate or other instrument or obligation entered into or otherwise delivered pursuant to this Agreement Schedule 4 shall be required to be breached or cause effective until the Closing Date. The Company will notify the Acquirer if it becomes aware that such Financing Information (including any condition updates to this Agreement to fail to be satisfiedthe Financing Information) is no longer Compliant. (ii) The Company shall use commercially reasonable efforts to, and

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use commercially its reasonable efforts to cause its and their respective Representatives to to, provide, at the expense of Parent, all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (including, solely for purposes of this Section 5.13, one or more offerings of “high yield” non-convertible debt securities to be issued or incurred in lieu of any bridge facility contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the applicable fee letter) (provided, that such cooperationrequested cooperation neither unreasonably interferes with the ongoing operations of the Company or any of its Subsidiaries nor conflicts with guidelines reasonably necessary in response to or related to COVID-19), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, due diligence sessions (including, directing the Company’s auditors to participate in such sessions or in separate due diligence calls) and sessions with rating agencies, in each case, at Parent’s sole cost reasonable times, on a virtual basis and expensewith reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent, and to the extent required by the Debt Financing, if requested by Parent, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, including, in the case of any proposed debt financing that includes an asset-based loan facility, by permitting the evaluation or appraisal of assets and the taking of all actions reasonably requested by Parent necessary to (A) permit the Lenders or their designees to evaluate the Company’s and its Subsidiaries inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisals contemplated by the Debt Commitment Letter) and (B) establish bank and other accounts and blocked account and control agreements in connection with the foregoing; in each such case, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the Required Financial Information and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to the Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in clause (i) of the Required Financial Information; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing), offering documents, private placement memoranda and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing, (vii) providing drafts of the Payoff Letter and notices as may be required pursuant to Section 5.20 and giving (by the date required under the agreements governing such indebtedness) any evaluation necessary notices (including conditional notices of prepayment and redemption), to allow for the prepayment, redemption, payoff, satisfaction, discharge and termination in full at the Closing of all indebtedness required by this Agreement to be repaid on the Closing Date, (viii) if requested by Parent, providing, at least three (3) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or analysis any of its Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), to the extent requested by Parent in writing at least nine (9) Business Days prior to the Closing Date, (ix) directing the Company’s auditors to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent with respect to financial information of the Company included in any syndication, offering or other marketing documents relating to Debt Financing that consists of debt securities in which the consolidated financial statements of the Company are included, and, if required, customary consents to the use of their audit reports on the consolidated financial statements of the Company in any syndication, offering or other marketing documents relating to the Debt Financing in which the consolidated financial statements of the Company are included, in each case subject to such auditors’ policies and procedures and applicable auditing standards, and (x) during the Marketing Period, updating any Required Financial Information provided to Parent as may be necessary for such Required Financial Information to remain Compliant. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) would require the Company, its Subsidiaries or any Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above and the notices of redemption or prepayment referred to in clause (vii) above) or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the Debt Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) be effective until the Closing, or redeem, tender, discharge or defease the Senior Secured Notes or the Senior Secured Notes Indenture prior to the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or diligence with respect toa default under, any Contract to which the existing Indebtedness Company or any of its Subsidiaries is a party, (F) 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, including (aG) reasonably promptly furnishing prepare any pertinent financial statements or information that (x) are not available to it and customary information regarding prepared in the Company ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of commercially reasonable efforts or (H) require the Company or any of its Subsidiaries to enter into any instrument or agreement (including using commercially reasonable efforts other than the authorization and representation letters referred to ensure in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) that lenders and/or holders of is effective prior to the existing Indebtedness of Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries or their respective Representatives in connection with the cooperation contemplated by this Section 5.13 and their advisors shall indemnify and consultants shall have sufficient access to hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses (including legal fees and expenses), awards, judgments and amounts paid in settlement suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.13). (b) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their respective RepresentativesRepresentatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company to be obtained by Parent or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case Merger Sub with respect to the assumption transactions contemplated by this Agreement and no other provision of this Agreement (including the existing Indebtedness Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of the Company by Parent any funds or financing (other thanincluding, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company Credit Facilitiesor its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). Notwithstanding The Company hereby consents to the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere use of its and its Subsidiaries’ logos in connection with the operations Debt Financing, so long as the Company has a reasonable opportunity to preview such use of logos and such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries; (ii) are used solely in connection with a description of the Company, cause its business and products or the Merger (including in connection with any representation or warranty of Company marketing materials related to the Debt Financing); and (iii) are displayed and presented in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfieda manner consistent with the Company’s past practices.

Financing Cooperation. Until (a) From the date hereof until the Closing (or the earlier of the Closing and the termination of this Agreement pursuant to Article VIIISection 8.01), subject to the limitations set forth in this Section 5.06, and unless otherwise agreed by Parent, the Company shall use commercially reasonable efforts to providewill, and shall will cause each of its Subsidiaries to, and will use commercially its reasonable efforts to cause its and its Subsidiaries’ Representatives to, use its or their respective Representatives reasonable best efforts to provide, such cooperation, at cooperate with Parent as reasonably requested by Parent in connection with Parent’s sole cost arrangement of the Financing (which, solely for purposes of this Section 5.06 and expensethe use of the term Financing Party in this Section 5.06, shall include any alternative equity or debt financings, all or a portion of which will be used to fund the Cash Consideration). Such cooperation will include using reasonable best efforts to: (i) cooperate with the marketing efforts of Parent for all or any part of the Financing, including making appropriate officers reasonably available, with appropriate advance notice, for participation in lender or investor meetings, due diligence sessions, meetings with ratings agencies and 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 such marketing efforts; (iii) furnish Parent and the Financing Parties with the Required Financial Information and any evaluation or analysis of, or diligence other information with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding to the Company and its Subsidiaries as may be is reasonably requested by Parent or any Financing Party and is customarily (A) required for the marketing, arrangement and syndication of financings similar to the Financing or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the existing Indebtedness Financing; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or in connection with a customary offering of securities, including the type described in the Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the marketing and syndication of the Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an offering of securities of the type contemplated by the Financing; (iv) obtain or provide certificates and other customary documents (other than legal opinions) relating to the Financing as reasonably requested by Parent; (v) cooperate in satisfying the conditions precedent set forth in any definitive documentation relating to the Financing to the extent the satisfaction of such condition reasonably requires the cooperation of, or is within the control of, the Company; (vi) furnish all documentation and other information required by a Governmental Entity or any Financing Party under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT (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 allowed by Section 5.06(a)(iii), (2) 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, or any financial information in a form not customarily prepared by the Company with respect to such period or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request. (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 5.06): (i) nothing in this Agreement (including this Section 5.06) shall require any such cooperation to the extent 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 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 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 using commercially reasonable efforts to ensure that lenders and/or holders fees and expenses of counsel and accountants) incurred by the existing Indebtedness Company, any of the Company or Subsidiaries, any of its Subsidiaries or their Representatives in connection with any cooperation contemplated by this Section 5.06 and their advisors (ii) indemnify and consultants shall have sufficient access to hold harmless the Company, the Company and its Subsidiaries and its and their respective RepresentativesRepresentatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, 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 (b) upon reasonable notice any information used in connection therewith other than those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and at reasonable times and locationssettlement payment arising out of or resulting from the gross negligence, participating in meetings and presentations with lenders and/or holders fraud or willful misconduct of the existing Indebtedness Company, any of the Company Subsidiaries or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, their respective Representatives as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption finally determined by a court of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedcompetent jurisdiction.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries to, cause their respective officers and employees and use commercially reasonable efforts to cause its and their respective Representatives advisors, including legal and accounting advisers, to providecooperate with the Parent in connection with the arrangement of the Debt Financing to the extent customary and reasonably requested by the Parent, such cooperation, at including using commercially reasonable efforts to (i) furnish the Parent and its financing sources (including the Financing Sources) as promptly as reasonably practicable following the Parent’s sole cost request, with information (other than financial information, which is covered by clause (ii) below) regarding the Company Parties (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and expenseprospects of the Company Parties) customary for the arrangement of loans contemplated by the Debt Financing, to the extent reasonably available to the Company and reasonably requested in writing by the Parent to assist in preparation of customary information documents or lender presentations (as applicable) relating to such arrangement of loans, and including all information and data that is reasonably necessary to satisfy the conditions set forth in the Commitment Letter (other than financial information, which is covered by clause (ii) below) (collectively, the “Marketing Material”), (ii) furnish to the Parent and its financing sources (including the Financing Sources), as promptly as practicable, all financial statements, pro forma financial statements and other financial data and financial information of the Company Parties, in each case, to the extent reasonably available to the Company and reasonably requested by the Parent to the extent required under the Commitment Letter to consummate the Debt Financing at the time the Debt Financing is to be consummated, including (A) all information and data that is reasonably necessary to satisfy the conditions set forth in paragraphs 5 and 6 of Exhibit C to the Commitment Letter and (B) audited, interim and other financial statements and all customary information to be included in a bank information memorandum or customary offering memorandum, or as otherwise required in connection with the financings contemplated by the Commitment Letter (the information, data, financial statements, pro forma financial statements, business and other financial data and financial information referred to in this clause (ii), together with the authorization letters referred to in clause (xii) below, shall constitute the “Financing Information”), (iii) cause senior management of the Company to participate at reasonable times and upon reasonable notice in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of the Debt Financing, drafting sessions, presentations, and due diligence sessions, (iv) reasonably assist the Parent and the Financing Sources in the preparation of bank information memoranda, offering memoranda, private placement memoranda and similar documents for any portion of the Debt Financing, (v) obtain title insurance surveys, comfort letters and legal opinions reasonably requested by the Parent, furnish to the Parent and the Financing Sources such documentation and other information regarding the business of the Company Parties required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations necessary to satisfy the condition set forth in paragraph 7 of Exhibit C to the Commitment Letter, (vi) deliver any customary credit agreements and pledge and security documents and otherwise reasonably facilitate the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) and documents as may be reasonably requested by the Parent in connection (i) with provided that no obligation of any evaluation Company Party under any such agreement or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which other financing document shall be telephonic or virtual meetings or sessionseffective until the Effective Time), as circumstances require(vii) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case obtain customary authorization letters with respect to the assumption bank information memoranda (including, without limitation, customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders) and consents of accountants to the use of their reports in any materials relating to the Debt Financing, (viii) reasonably assist in (A) the preparation and execution of one or more credit agreements, purchase agreements, currency or interest hedging agreements or (B) the amendment of any of the Company Parties’ currency or interest hedging agreements, in each case, on terms that are reasonably requested by the Parent in connection with the Debt Financing, (ix) cooperate reasonably with the due diligence of the Financing Sources to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company Parties, (x) take such actions as are reasonably requested by the Parent or the Financing Sources to facilitate the satisfaction of all conditions precedent to obtaining the Debt Financing set forth in the Commitment Letter to the extent within the control of the Company Parties (including (A) delivery to the Parent of the stock certificates of the Company Parties, if any, and (B) corporate actions to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company at Closing) and (xi) to the extent required by the Commitment Letter, take all actions as may be required or reasonably requested by the Parent or the Financing Sources in connection with the repayment of the existing Indebtedness third-party indebtedness for borrowed money of the Company by Parent Parties and the termination or release of all commitments or security interests related thereto, which repayment shall occur substantially concurrently with the Closing. 76 (other than, for b) Notwithstanding anything in this Section 5.18 to the avoidance of doubtcontrary, the Company Credit FacilitiesParties shall not be obligated to provide any Marketing Material or Financial Information the disclosure of which is prohibited by applicable Law or confidentiality obligations (to the extent not entered into in contemplation hereof), the Company Parties shall only be obligated under this Section 5.18 to deliver such Marketing Material and Financial Information to the extent they may be obtained from the books and records of the Company Parties without undue burden or expense, and in no event shall the Financial Information be deemed to include or shall the Company Parties otherwise be required to provide pro forma financial statements or pro forma adjustments related to the Debt Financing. Notwithstanding the foregoing, The Company Parties shall not be required to provide any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause 5.18 that (i) causes any representation or warranty of the Company Parties in this Agreement to be breached breached, or cause (ii) causes any closing condition to this Agreement set forth in Article VI to fail to be satisfiedsatisfied or otherwise causes the breach of this Agreement or any Contract to which any Company Party is a party. In no event shall any Company Party be in breach of this Agreement because of the failure to deliver any Marketing Material or Financial Information pursuant to this Section 5.18 that is not currently readily available to the Company Parties on the date hereof or is not otherwise prepared in the ordinary course of business of the Company Parties at the time requested by the Parent or for the failure to obtain review of any of the Financial Information by its accountants. (c) In no event shall any Company Party be required to pay any commitment or similar fee or incur any Liability (including due to the act or omission of any Company Party or any of their respective directors, officers, employees or Representatives) or expense in connection with assisting the Parent in arranging the Debt Financing or as a result of any information provided by the Company Parties or any of their respective directors, officers, employees or Representatives in connection therewith. The Parent shall (i) promptly upon request by the Company, reimburse the Company for all out-of-pocket costs incurred in good faith by the Company Parties in connection with such cooperation and (ii) indemnify and hold harmless the Company Parties and their respective directors, officers, employees and Representatives from and against any and all losses, damages, liabilities, claims and other costs and expenses suffered or incurred by them in connection with the arrangement of the Debt Financing or providing any of the information utilized in connection therewith, other than any such losses, damages, liabilities, claims or other costs and expenses to the extent resulting from the gross negligence, willful misconduct or material breach of this Agreement by any of the foregoing. (d) The Company Parties will use commercially reasonable efforts to provide to the Parent and the Financing Sources such information as may be necessary so that the Financing Information and Marketing Material is true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. 77

Financing Cooperation. Until the earlier of (i) Prior to the Closing and subject to the termination of limitations in this Agreement pursuant to Article VIIIAgreement, the Company shall use commercially reasonable efforts to provideSeller shall, and shall cause its Subsidiaries and to, use commercially reasonable best efforts to cause its and their respective Representatives to provide, such cooperation, (at ParentPurchaser’s sole cost and expense) to cause the appropriate officers, employees and representatives of the Company and its Subsidiaries to, provide such customary cooperation as may be is reasonably requested by Parent Purchaser upon reasonable prior notice to assist Purchaser solely in connection with causing the conditions to the Debt Financing to be satisfied or as is otherwise reasonably requested by Purchaser solely in connection with Purchaser’s efforts to obtain the Debt Financing (iprovided that any such requests are timely made so as not to delay the Closing beyond the date on which it would otherwise occur), which cooperation may include (1) participating in a reasonable number of meetings and due diligence sessions with any evaluation providers or analysis ofpotential providers of the Debt Financing (which shall be limited to teleconference or virtual meeting platforms) during normal business hours and at mutually agreed times, or diligence (2) reasonably assisting Purchaser in the preparation of materials reasonably and customarily requested to be used in connection with obtaining the Debt Financing, in each case, solely with respect to, the existing Indebtedness of to information relating to the Company or any of and its Subsidiaries, including (a3) providing reasonably promptly furnishing any pertinent and customary to Purchaser such financial information regarding the Company and its Subsidiaries as may be that is reasonably requested by Parent relating to Purchaser and customary and required in connection with a syndicated financing or a high-yield offering and is prepared by Seller in the existing Indebtedness ordinary course or is readily available or within the Seller’s possession, (4) in the case of the Company Company, executing and delivering customary authorization letters (provided that, such customary authorization letters, or any of its Subsidiaries (including using commercially reasonable efforts to ensure the bank information memoranda in which such letters are included, shall include language that lenders and/or holders of exculpates the existing Indebtedness of the Company or any of Seller, its Subsidiaries and their advisors respective Representatives and consultants Affiliates from any Liability in connection with the unauthorized use or misuse by the recipients thereof of the information set forth in any such bank information memoranda or similar memoranda or report distributed in connection therewith) and other reasonable and customary certificates, management representation letters and other documentation required by the Debt Financing Sources and the definitive documentation related to the Debt Financing, in each case (other than with respect to such authorization letters), which shall have sufficient access not be effective prior to Closing and (5) delivering information and documentation related to the Company and its Subsidiaries required and reasonably requested in writing by the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations. (ii) Notwithstanding anything to the contrary in this Agreement, none of the Seller, its Subsidiaries or any officer, employee or Representative of any of the foregoing, shall be required to (1) provide or prepare, and Purchaser shall be solely responsible for, the preparation of pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financing information, (2) pay any fee, (3) provide Regulation S-X compliant financial statements, (4) approve any document or other matter related to the Debt Financing or incur or reimburse any costs or expenses or incur any other Liability or obligation of any kind or give any indemnities in connection with the Debt Financing (unless given by the Company and its and Subsidiaries or any of their respective Representativescontinuing officers after the Closing), (5) and (b) upon reasonable notice and at reasonable times and locationsenter into, participating approve or perform any agreement or commitment in meetings and presentations connection with lenders and/or holders of the existing Indebtedness of Debt Financing or modify any agreement or commitment or provide any certification in each case, unless by the Company and its Subsidiaries or any of its Subsidiaries continuing officers and effective only after the Closing, excluding any customary authorization letters described in Section 6.10(b), (in each case which shall be telephonic 6) provide any legal opinion or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, reliance letters or any internal reorganization transactionscertificate, in each case with respect comfort letter or opinion of any of its Representatives, (7) provide access to or disclose any information to Purchaser or its Representatives to the assumption of extent such disclosure could jeopardize the existing Indebtedness of the Company by Parent attorney-client privilege, attorney work product protections or similar protections or violate any applicable Law or contract, (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, 8) take any such requested cooperation under this Section 6.13 will not action that could (A) unreasonably interfere with the day-to-day operations of the Seller or the Company or any of and its Subsidiaries, (B) cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement Closing to fail to be satisfiedsatisfied or otherwise cause any breach of this Agreement, (C) result in any director, officer, employee or other Representative of the Company and its Subsidiaries incurring any personal Liability, (D) conflict with the certificates of incorporation or bylaws or equivalent organizational documents of the Seller, the Company and its Subsidiaries or any Law, (E) result in the contravention, violation or breach of, or a default under, any contract, (9) prepare or provide any financial statements or financial statements other as expressly set forth in Section 6.10(b)(i)(4) or change any fiscal period, (10) make any representations, warranties or certifications, (11) cause or permit any Liens to be placed on any of its assets in connection with the Debt Financing prior to the Closing Date, (12) adopt any resolutions, execute any consents or otherwise take any corporate or similar action (in each case, unless by the Company and its Subsidiaries or any of its continuing directors or officers and effective only after the Closing) or (13) consent to the use of the Company’s and its Subsidiaries’ names and logos in connection with the Debt Financing (provided that such logos are used solely in a manner that is not intended to harm the reputation or goodwill of the Company and its Subsidiaries). (iii) Without prejudice to Section 6.10(b)(iv) below. Purchaser expressly acknowledges and agrees that neither the availability, the terms nor the obtaining of the Debt Financing or any other financing is in any manner a condition to the Closing or the obligations of Purchaser to consummate the transactions contemplated hereby. The Seller and its Subsidiaries will be deemed to be in compliance with this Section 6.10(b), and Purchaser shall not allege that the Seller or the Company and its Subsidiaries is or has not been in compliance with this Section 6.10(b), unless Purchaser provides prompt 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 consistent with this Section 6.10(b), for which such alleged failure to comply has not been cured within ten (10) Business Days from receipt of such written notice. (iv) None of the Seller nor any of its Affiliates or Subsidiaries (or any of their respective Representatives) shall have any Liability to Purchaser in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 6.10(b), except in the case of gross negligence or willful misconduct, in each case as determined by a final non-appealable judgment by a court of competent jurisdiction, in the preparation or presentation of such financial statements, financial information, data or other information. All non-public or other confidential information provided by or on behalf of the Seller to Purchaser or its Affiliates or any of their respective Representatives pursuant to this Section 6.10(b) shall be kept confidential in accordance with the terms of the Confidentiality Agreement. (v) The obligations of each of the Seller, its Subsidiaries, and their respective Representatives and Affiliates under this Section 6.10 shall reasonably continue following the Reference Time, including but not limited to their financing cooperation obligations under this Section 6.10. (vi) Purchaser shall (I) promptly upon request by the Seller, reimburse the Seller for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of counsel and accountants) incurred by the Seller, its Affiliates or Subsidiaries (or any of their respective Representatives) in connection with any cooperation contemplated by this Section 6.10 and (II) indemnify and hold harmless the Seller, its Affiliates or Subsidiaries (or any of their respective Representatives) against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), expense (including reasonable and documented fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or the Debt Financing and any information used in connection therewith other than those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and settlement payment arising out of or from the gross negligence, fraud or willful misconduct of the Seller or any of its Representatives as finally determined by a court of competent jurisdiction.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIEffective Time, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and Representatives to, use commercially reasonable efforts to cause its and their respective Representatives reasonable best efforts to provide, provide such cooperation, at Parent’s sole cost and expense, cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, but not limited to: (i) with any evaluation or analysis of, or diligence with respect to, furnish to Parent the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent Required Information and such other customary information regarding as is necessary to comply with clause (ii)(B) below; (ii) (A) have appropriate members of senior management of the Company and its Subsidiaries participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions, meetings with prospective lenders and sessions with rating agencies in connection with the Financing, (B) assist with the preparation of materials for rating agency presentations, road show presentations, offering memoranda, private placement memoranda, bank information memoranda (including, to the extent necessary, (x) an additional bank information memorandum that does not include material non-public information and (y) authorization letters), confidential information memorandum, offering documents and similar documents (and any supplements thereto) required in connection with the Financing and (C) assist Parent in procuring a public corporate credit rating and a public corporate family rating in respect of the relevant borrower under the Financing and public ratings for any of the tranches of the Financing be offered in connection with the Financing; (iii) (A) assist reasonably in the preparation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by Parent and otherwise reasonably facilitating the pledging of collateral (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company and each of its Subsidiaries) and (B) reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Financing; (iv) cooperate reasonably with the due diligence requests, to the extent customary and reasonable, in connection with the Financing; (v) obtain customary consents of accountants for use of their auditor opinions in any materials relating to the existing Indebtedness Debt Financing at the expense of and as reasonably requested by Parent on behalf of the Financing Sources; (vi) a certificate of the chief financial officer of the Company with respect to solvency matters in the form of Annex I of Exhibit C of the Debt Commitment Letter; and (vii) provide Parent at least five (5) Business Days prior to the Closing Date all customary documentation and other information with respect to the Company and its Subsidiaries, as is reasonably requested in writing by Parent, at least eight (8) Business Days prior to the Closing Date that is required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided that until the Effective Time, the Company shall (i) have no liability or any obligation under any agreement or document related to the Financing and (ii) not be required to incur any other liability in connection with the Financing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Parent. (b) Parent shall (i) promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with providing the assistance contemplated by this Section 8.07 and (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries ii) indemnify and their advisors and consultants shall have sufficient access to hold harmless the Company and its Subsidiaries and its and their respective Representatives) Representatives from and (b) upon reasonable notice and at reasonable times and locationsagainst any losses, participating damages, obligations or liabilities suffered or incurred in meetings and presentations connection with lenders and/or holders the Debt Financing or any assistance or activities in connection therewith, in each case, except to the extent suffered or incurred as a result of the existing Indebtedness bad faith, gross negligence, willful misconduct or material breach of this Agreement by the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings their respective Representatives or sessions, as circumstances require) and (ii) with any required consents arise out of or result from information provided by or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption on behalf of the existing Indebtedness of the Company by Parent Company. (other than, for c) For the avoidance of doubt, Parent may require the cooperation of the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation and its Subsidiaries under this Section 6.13 8.07 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing, whether or not the Marketing Period will not unreasonably interfere commence or be able to be satisfied in connection with any such request for information. (d) The Company hereby consents to the use of its and the Subsidiaries’ logos in connection with the operations 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 the Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, cause any representation or warranty . ARTICLE 9 Covenants of Parent and the Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.The parties hereto agree that:

Financing Cooperation. Until From the date hereof until the earlier of (a) the Closing and First Merger Effective Time or (b) the valid termination of this Agreement pursuant Agreement, each of the Acquiror and the Merger Subs agree to Article VIII, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent cooperate with the Company in connection with the arrangement of any Pre-Closing Financing, including by (i) reasonably cooperating with any evaluation or analysis ofthe Company’s preparation of definitive financing documentation and the Schedules and exhibits thereto, or diligence with respect toin each case, the existing Indebtedness of the Company or any of its Subsidiariescustomarily required to be delivered under such definitive financing documentation, including (aii) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access providing to the Company and its Subsidiaries prospective sources of Pre-Closing Financing all reasonably necessary documentation and its other information required by regulatory authorities under applicable “know your customer” and their respective Representatives) anti-money laundering rules and regulations, including the PATRIOT Act and (biii) upon reasonable notice and at reasonable times and locationscooperating in satisfying the conditions precedent set forth in the definitive Pre-Closing Financing documentation to the extent the satisfaction of such condition requires the cooperation of, participating in meetings and presentations with lenders and/or holders or is within the control of, the Company, the Acquiror, the Merger Subs, as applicable; provided, however, that neither party shall be obligated to repay any Pre-Closing Financing of the existing Indebtedness of other party without such first party’s express written consent; and provided, further, that any Pre-Closing Financing shall comply with the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities)limitations set forth herein. Notwithstanding the foregoing, any (A) such requested cooperation under this Section 6.13 will shall not (1) unreasonably interfere with the business or operations of Acquiror, (2) cause significant competitive harm to the Company Acquiror if Transactions are not consummated or (3) result in the material contravention of, or that could reasonably be expected to result in, a material violation or breach of, or a default under, any of its SubsidiariesLaws or under any Material Contract, cause any representation or warranty of Company (B) nothing in this Agreement Section 8.05 shall require cooperation to be breached or the extent that it would (1) cause any condition to the Closing set forth in Article IX to not be satisfied or (2) cause any breach of this Agreement, (C) Acquiror shall not be required to (1) pay any commitment or other similar fee prior to the Closing, (2) deliver or obtain auditor comfort letters or opinions of internal or external counsel, (3) provide access to or disclose information where Acquiror determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contract, (4) deliver any audited financial statements to the extent not already available, or (5) waive or amend any terms of this Agreement or any other Contract to fail which Acquiror is a party, and (D) none of Acquiror or its directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive agreements with respect to the Pre-Closing Financing that is not contingent upon the Closing or that would be satisfiedeffective prior to the First Merger Effective Time and the directors and officers of Acquiror shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Pre-Closing Financing is obtained, in each case which are effective prior to the Closing.

Financing Cooperation. Until the earlier Each of the Closing Seller and the termination of this Agreement pursuant to Article VIIICompany shall, and the Company shall cause the Subsidiary to, at Acquiror’s sole expense, use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, cooperate in connection with the arrangement of the Debt Financing (or any replacement thereof) as may be reasonably requested by Parent Acquiror (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiary). Such cooperation may include, but not be limited to, (a) assisting Acquiror with respect to information regarding the Company and the Subsidiary in preparing customary offering and marketing materials required in connection with the Debt Financing, including an offering memorandum, confidential information memorandum, rating and agency presentations, as reasonably requested by Acquiror, (b) providing Acquiror with the Required Financial Statements, in each case, prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and prepared in all material respects in accordance with Regulation S-X under the Securities Act, subject to customary exceptions for Rule 144A offering memoranda including that such offering memorandum shall not be required to include financial statements or information required by Rules 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b) or other information customarily excluded from a Rule 144A offering memorandum, (c) obtaining customary payoff letters, termination statements and other release and Encumbrance termination documents and instruments from existing financing sources and other lienholders of the Company or the Subsidiary as reasonably requested by Acquiror or the Lenders solely with respect to Indebtedness of the Company or the Subsidiary, (d) providing customary “comfort” letters referred to in the Debt Commitment Letter from the Company’s auditors (with respect to information regarding the Company and the Subsidiary, subject to completion by such auditors of customary procedures relating thereto, including the receipt of customary representation letters), (e) furnishing such documentation and other information regarding the Company and the Subsidiary required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations to the extent that such documentation and information has been reasonably requested at least ten Business Days prior to the anticipated Closing Date, and (f) providing customary cooperation with respect to the Company and the Subsidiary to the extent reasonably requested by Acquiror to facilitate the execution and delivery of the definitive agreements related to the Debt Financing on the terms contemplated by the Debt Commitment Letter or as otherwise reasonably necessary in connection with the Debt Financing to the extent within the control of Seller, the Company or the Subsidiary. Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement shall require any cooperation to the extent that it would require the Company or the Subsidiary to pay any commitment or other fees, reimburse any expenses or incur any other liability or obligation or provide or agree to provide any indemnity in connection with the Debt Financing prior to the Closing Date and (ii) no obligation of the Company or the Subsidiary under any evaluation certificate, document or analysis instrument (other than customary authorization letters) delivered in connection with the Debt Financing shall be effective until the Closing Date and none of the Company or the Subsidiary shall be required to take any action under any certificate, document or instrument delivered in connection with the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing. The managers of the Company and officers of the Company, and the managers and officers of the Subsidiary, shall not be required, prior to the Closing Date, to adopt resolutions approving the agreements, documents and instruments in connection with the Debt Financing or pursuant to which any portion of the Debt Financing is obtained or execute any of such agreements, documents or instruments, and the Subsidiary shall not be required to execute, prior to the Closing Date any documents contemplated by the Debt Financing. Acquiror shall promptly, upon request by the Company, indemnify and hold harmless the Company and its Affiliates and their respective directors, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing (including any action taken in accordance with this Section 5.10) and any information used in connection therewith (other than information relating to the Company or the Subsidiary provided to Acquiror in writing by the Company expressly for use therewith)), in each case, other than to the extent that such losses, damages, claims, costs or expenses arise from the gross negligence or willful misconduct of, or diligence with respect toto any material misstatement or omission in any information provided hereunder in writing by, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating Affiliates expressly for use in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere connection with the operations Debt Financing. This indemnification shall survive termination of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationbest efforts, at Parent’s sole cost and expense, to cooperate with Parent as necessary in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by ▇▇▇▇▇▇, including using reasonable best efforts to (a) cause the senior management of the Company to participate at reasonable times in a commercially reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and other due diligence sessions, in each case, upon reasonable advance notice, (b) furnish Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company as shall be reasonably requested by Parent in connection (i) with any evaluation or analysis ofprovided, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other thanthat, for the avoidance of doubt, the Company Credit Facilitiesshall not be required to provide, and Parent shall be solely responsible for, (i) the preparation of any pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (ii) any description of all or any component of the Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes,” or (iii) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing). Notwithstanding , (c) assist Parent and its Debt Financing Sources in the foregoingpreparation of offering documents, private placement memoranda, bank information memoranda, loan and collateral documents, prospectuses and similar documents (including any schedules) for the Debt Financing, (d) cooperate with the marketing efforts of Parent and its Debt Financing Sources for the Debt Financing as reasonably requested by Parent, (e) cooperate with Parent’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing as reasonably requested by ▇▇▇▇▇▇, (f) facilitate the obtaining of guarantees and pledging of collateral in connection with the Debt Financing, including executing and delivering any customary guarantee, pledge and security documents, or other customary certificates or documents as may be reasonably requested by Parent to facilitate any guarantee, obtaining and perfection of security interest in collateral from and after the Closing and (g) provide, no later than five Business Days prior to the Expiration Time, (x) all documentation required by applicable “know your customer” and anti-money laundering Laws, including the USA PATRIOT Act, that has been requested in writing at least 10 Business Days prior to the Expiration Time and (y) certifications regarding beneficial ownership required by 31 C.F.R. § 1010.230 that has been requested in writing at least 10 Business Days prior to the Expiration Time; provided, in each case, that (i) neither the Company nor any Company Subsidiary shall be required to incur any liability (including the payment of any fees) in connection with the Debt Financing prior to the Closing Date, (ii) the pre-Closing board of directors of the Company (and the equivalent governing body of any Company Subsidiary) shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (iii) neither the Company nor any Company Subsidiary shall be required to execute effective prior to the Closing Date any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing, (iv) except as expressly provided above, neither the Company nor any Company Subsidiary shall be required to take any corporate actions prior to the Closing Date to permit the consummation of the Debt Financing, (v) neither the Company nor any Company Subsidiary shall be required to take any action that would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time) under the Company Charter, the Company Bylaws, or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of applicable Law or any Contract to which the Company or any of Company Subsidiary is a party and (vi) neither the Company nor any Company Subsidiary shall be required to provide any assistance or cooperation that would (1) unreasonably interfere with its Subsidiariesrespective business operations, (2) cause any representation or warranty of Company in this Agreement made by the Company to be breached breached, or (3) cause any condition to this Agreement the conditions set forth in Annex A or Article 7 to fail to be satisfied. Except for the representations and warranties of the Company set forth in Article 4 of this Agreement, neither the Company nor any Company Subsidiary shall have any liability to Parent in respect of any financial statements, other financial information, or data or other information provided pursuant to this Section 6.15. Notwithstanding anything to the contrary in this Agreement, the condition set forth in clause (c) of Annex A, as it applies to the Company’s obligations under this Section 6.15, shall be deemed satisfied unless the Company has knowingly, willfully and materially breached its obligations under this Section 6.15 and such breach has been the primary cause of the Debt Financing not being obtained.

Financing Cooperation. Until (a) From the date of this Agreement through the earlier of the Closing and the valid termination of this Agreement pursuant Agreement, subject to Article VIIIthe limitations set forth in this ‎Section 6.6, and unless otherwise agreed by Purchaser, the Company shall agrees to use commercially reasonable best efforts to provide, and shall cause its Subsidiaries provide such assistance (and use commercially reasonable best efforts to cause its personnel and their respective Representatives advisors to provide such assistance) as is reasonably requested by Purchaser in connection with the arrangement of any Debt Financing for purposes of consummating the Transactions. (b) Subject to Section 6.6(d), such assistance shall include, but not be limited to, the following: (i) furnishing Purchaser and the Debt Financing Sources as promptly as reasonably practicable (or (x) in the case of any audited financial statements furnished pursuant to clause (A), as promptly as reasonably practicable but in no event more than 120 days after the relevant fiscal year and (y) in the case of any unaudited quarterly financial statements furnished pursuant to clause (A), as promptly as reasonably practicable but in no event more than 45 days after the relevant fiscal quarter) with (A) the Required Information; provided, that in no event shall the Required Information be deemed to include, nor shall the Company otherwise be required to provide, any information regarding any post-Closing or pro forma financial statements, post-Closing pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing (including any synergies or cost savings), projections, ownership or an as-adjusted capitalization table, and (B) for any fiscal quarter ending after the date hereof and prior to the Closing, such cooperationother financial and other pertinent information pertaining to the Company (it being understood that the Company shall not be required to provide any financial statements other than those required pursuant to the definition of Required Information); (ii) reserved; (iii) preparing for and participating in (through management with appropriate seniority and expertise) a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions, sessions with rating agencies and other customary syndication activities in connection with the Debt Financing at Parentreasonable times and upon reasonable advanced notice; (iv) solely as required by the terms of the Debt Financing Commitment, using reasonable best efforts to request that the independent auditors of the Company assist and cooperate with Purchaser in connection with the Debt Financing (it being understood that the Company cannot control the timing of the independent auditors’ response and shall not be responsible for any delay in procuring such response); (v) using reasonable best efforts to assist P▇▇▇▇▇▇▇▇ and the Debt Financing Sources in Purchaser’s sole cost preparation of any bank information memoranda and expensesimilar documents and any materials for rating agency presentations, including execution and delivery of customary authorization letters related thereto (including customary representations with respect to the absence of material non-public information in the public-side versions of documents and the absence of material misstatements or omissions); provided that Purchaser is solely responsible for the content of any pro forma financial statements, synergies, projections or adjustments contained therein other than the content of historical financial information of the Company contained therein; (vi) solely with respect to the Company, using reasonable best efforts to facilitate the pledging of, granting a security interest in and obtaining perfection of any liens on, collateral in connection with and solely to the extent effective subject to the occurrence of the Closing; (vii) using reasonable best efforts to obtain documents reasonably requested by P▇▇▇▇▇▇▇▇ or the Debt Financing Sources relating to the repayment of the Payoff Indebtedness, and the release on the Closing Date of all related liens, including the Payoff Letters; (viii) providing as promptly as reasonably practicable (and in any event, no less than three (3) Business Days prior to the Closing Date) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (A) the USA Patriot Act and (B) a certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any Debt Financing Source that has requested such certification, relating to the Company prior to the Closing, in each case as reasonably requested of the Company in writing by Purchaser or the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date; (ix) executing and delivering definitive documents and closing certificates relating to the Debt Financing as may be reasonably requested by Parent P▇▇▇▇▇▇▇▇, in each case subject to the occurrence of the Closing; and (x) causing the officers of the Company who will remain officers of the Company immediately after the Closing to take, in their capacities as post-Closing officers, all reasonable corporate and other actions, subject to the occurrence of the Closing and approval of the post-Closing boards of the Company, to permit the consummation of the Debt Financing and the proceeds thereof to be made available to Purchaser at the Closing. (c) The Company hereby consents to the use of all of its logos in connection with the Debt Financing; provided, that such trademarks and logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or the reputation or goodwill of the Company. (d) Notwithstanding anything in this Agreement to the contrary, (i) except with respect to the authorization letters referred to in clause (b)(v) above and “know your customer” information referred to in clause (b)(viii) above, the Company shall not be required to pay any evaluation commitment or analysis other similar fee or enter into any binding agreement or commitment or incur any other actual or potential Liability in connection with the Debt Financing (or any Alternative Financing) that is not subject to the occurrence of the Closing, (ii) no director, manager, officer or employee of the Company shall be required to deliver any certificate or take any other action pursuant to this Section 6.6 to the extent any such action would reasonably be expected to result in personal liability to such director, manager, officer or employee, (iii) neither the Company nor any of its respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Debt Financing (or any Alternative Financing), provided that this clause (iii) 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 immediately following the Closing, (iv) the Company shall not be required to deliver any financial statements for any period that is not otherwise specifically required hereunder, (v) the Company shall not be required to take any action that will conflict with or violate or result in the contravention of, or diligence with could reasonably be expected to result in a violation or breach of, or default under, any Law in any material respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries Material Contract (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect prior to the assumption of the existing Indebtedness of Closing), (vi) the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, shall not be required to take any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement action that would reasonably be expected to be breached or cause any condition to the Closing set forth in this Agreement to fail to be satisfiedsatisfied or otherwise cause any breach of this Agreement that would provide Purchaser the right to terminate this Agreement, and (vii) the Company shall not be required to cause the delivery of any legal opinions or any certificate as to solvency. (e) On the Closing Date or following the valid termination of this Agreement, Purchaser shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company and payable to unaffiliated third parties in connection with such assistance; provided, that Purchaser shall not be required to reimburse the Company for costs and expenses with respect to financial statements, financial information or other materials prepared prior to the date hereof or, after the date hereof, that the Company would have prepared in the ordinary course of business. (f) Purchaser shall indemnify and hold harmless the Company and its personnel, Representatives, agents, and advisors from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, fines, awards, judgments, and penalties suffered or incurred by any of them in connection with the Debt Financing or any requested assistance or activities provided in connection therewith; provided, that the foregoing shall not apply in the Company’s personnel or advisors’ willful misconduct, bad faith or gross negligence. (g) The Company shall not be required to provide any such assistance that would unreasonably interfere with its business operations. Such assistance shall not include any actions that the Company determines, in its reasonable judgment, exercised in good faith, would result in a violation of any confidentiality arrangement, or jeopardize any legal or other applicable privilege. Neither Purchaser nor the Debt Financing Sources shall have the right to perform any investigative procedures that involve physical disturbance or damage to any property or other assets of the Company. (h) The Company shall have the right, but not the obligation, to review and comment on any marketing materials relating to the Company’s operation and performance prior to the dissemination of such materials to potential Debt Financing Sources (or filing with any Governmental Entity); provided, that the Company shall communicate in writing its comments, if any, to Purchaser and its counsel within a reasonable period of time under the circumstances and consistent with the time accorded to other participants who were asked to review and comment on such marketing materials.

Financing Cooperation. Until the earlier of the Closing (a) Parent and the termination of this Agreement pursuant to Article VIII, the Company shall use commercially reasonable efforts to provideMerger Sub shall, and shall cause each of their respective Subsidiaries to, use their reasonable best efforts to take or cause to be taken all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter (including, to the extent required, the full exercise of any flex provisions) at or prior to the Closing, including using its reasonable best efforts to: (i) maintain in effect the Commitment Letters in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter as promptly as practicable after the date hereof, but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Parent and Merger Sub (as determined by Parent and Merger Sub in their reasonable discretion) than the terms and conditions contained in the Commitment Letter (provided that such other terms would not reasonably be expected to materially delay or hinder the Closing), (iv) satisfy, or cause to be satisfied, (or if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Parent, Merger Sub, their respective Subsidiaries or their respective officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and other representatives in the Commitment Letter (or definitive agreements entered into with respect to the Commitment Letter), (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Financing prior to the anticipated date on which all of the conditions in Article VII have been satisfied, to the extent reasonably practicable, and (vi) in the event that all conditions in the Commitment Letters have been satisfied, cause the lenders to fund the Financing at or prior to the Closing, including by enforcing (including by seeking through litigation to specifically enforce) such persons’ funding obligations (and the rights of Parent, Merger Sub and their respective affiliates) under the Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letters as and when they become due to the extent they are required to be paid pursuant to the terms of the Commitment Letters. (b) Subject to the terms and conditions of this Agreement, Parent and Merger Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing, (ii) impose new or additional conditions or other terms to the Financing, or otherwise expand any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any material respect, or (iii) materially adversely impact the ability of Parent, Merger Sub or their respective affiliates to enforce its rights against the other parties to the Commitment Letters or the definitive agreements with respect thereto. Parent and Merger Sub shall (i) furnish the Company complete, correct and executed copies of any amendments or modifications to the Commitment Letters and (ii) give the Company prompt notice of any material breach (or material breach threatened in writing) by any party of any of the Commitments Letters, any alternative financing commitment, the financing agreements, or any alternative financing agreement of which Parent or Merger Sub becomes aware or any termination thereof and (iii) otherwise keep the Company reasonably and promptly informed of the status of its efforts to arrange the Financing (or any alternative financing); provided that in no event shall Parent or Merger Sub be under any obligation to disclose any information pursuant to clauses (i) or (ii) that would waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. (c) In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated by the Commitment Letters (including the flex provisions), (A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall, and shall cause each of their respective Subsidiaries to, use their reasonable best efforts to arrange and obtain any such portion from alternative sources on terms, taken as whole, that are no more adverse to the Company as promptly as practicable following the occurrence of such event. Parent and Merger Sub shall promptly notify the Company of their intention to make any amendment pursuant to clause (b) of this Section 6.19 or to obtain any alternative financing pursuant to this clause (c) of Section 6.19 and shall keep the Company reasonably informed of the terms thereof. Parent and Merger Sub shall deliver to the Company true and correct copies of all new or amended commitment letters (including redacted fee and engagement letters in respect of any new or amended commitment letters). In such event, the term “Commitment Letters” as used herein shall be deemed to include the Commitment Letters that are not so superseded at the time in question and the new or amended commitment letters to the extent then in effect and the term “Financing” as used herein shall be deemed to include the financing contemplated by any such new or amended commitment letters. (d) The Company shall, and shall cause each of its Subsidiaries to, and shall use commercially its reasonable best efforts to cause its and their its Subsidiaries’ respective Representatives officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and other representatives to, provide to provide, such cooperationParent, at Parent’s sole cost and expense, all reasonable cooperation on a timely basis as may be reasonably requested by Parent to assist the Parent in connection the arrangement of any bank debt financing or any capital markets debt financing for the purposes of financing the payment of any amounts contemplated by this Agreement (the “Financing”), including the following: (i) furnishing such financial statements and other financial data and other information relating to the Company and its Subsidiaries requested by Parent as may be reasonably necessary or advisable to consummate the Financing, including financial statements, financial data, audit reports and other information reasonably necessary to assist Parent in the preparation of one or more confidential information memoranda and other marketing and syndication materials reasonably requested by Parent or any of its Subsidiaries,; provided that the Company’s sole obligation with respect to the preparation of any evaluation pro forma financial information and financial statements for inclusion in any confidential information memorandum, prospectus, offering memorandum or analysis ofother marketing or syndication material shall be as set forth in clause (vi) of this Section 6.19(a); (ii) authorizing the reasonable use by Parent and its Subsidiaries of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of the Financing (subject to advance review of and consultation with respect to such use); provided that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to, or diligence with respect reasonably likely to, harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services or intellectual property rights; (iii) participating in a reasonable and limited number of meetings, presentations and road shows with prospective lenders and investors and in drafting sessions and due diligence sessions, as applicable; (iv) providing customary information regarding the Company and its Subsidiaries required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; and (v) providing information reasonably necessary to assist Parent with the preparation of pro forma financial information and financial statements to the extent required by the rules and regulations of the SEC; provided that in no event shall the Company be required to provide pro forma statements or pro forma adjustments (including regarding any pro forma cost savings, synergies, capitalization and other post-Closing or pro forma adjustments) provided that neither the Company, its Subsidiaries nor any of their respective directors or officers shall be required to (x) enter into any document or instrument prior to the Closing Date that is effective prior to the Closing (other than one or more customary authorization and representation letters), (y) take any action that would be likely to result in personal liability, or (z) pass resolutions or consents to approve or authorize the execution of the Financing or deliver any certificate, document, instrument or agreement (other than one or more customary authorization and representation letters) or agree to any change or modification of any existing Indebtedness certificate, document, instrument or agreement, in each case, prior to the Closing; provided, further, that none of the Company or its Subsidiaries shall be required to (1) waive or amend any terms of this Agreement or pay or agree to pay any commitment or other similar fee or any expenses prior to the Closing, (2) take any action that could subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make or agree to make any other payment or agree to provide any indemnity (other than any cost, expense or fee that is promptly reimbursed by Parent) in connection with the Financing or any of the foregoing and in any event prior to the Closing, (3) take any action, or fail to take any action, that would violate any applicable law or the Company Certificate, the Company Bylaws or any organizational documents of any Subsidiary of the Company, (4) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, including or (a5) reasonably promptly furnishing provide any pertinent and customary information regarding the disclosure of which is prohibited or restricted under applicable law or would result in the waiver or forfeiture of any applicable legal privilege. (e) All non-public or other confidential information provided by the Company or any of its officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and its Subsidiaries other representatives pursuant to this Agreement will be kept confidential in accordance with the Non-Disclosure Agreement, except that Parent and Merger Sub will be permitted to disclose such information (i) as may is legally required to be reasonably requested by Parent relating disclosed in any offering documents related to the existing Indebtedness Financing or (ii) to any financing sources or prospective financing sources, ratings agencies and other financial institutions and investors that are or may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective counsel and auditors) so long as such persons (x) agree to be bound by the Non-Disclosure Agreement as if parties thereto, (y) are subject to other confidentiality undertakings customary for financings of the same type as the Financing. (f) Parent shall, upon written request by the Company, promptly reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries (including using commercially reasonable efforts in connection with providing cooperation requested by Parent pursuant to ensure that lenders and/or holders of this Section 6.19. Parent and Merger Sub shall indemnify and hold harmless the existing Indebtedness of the Company or any of Company, its Subsidiaries and their advisors respective directors, officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and consultants shall have sufficient access other representatives from and against any and all liabilities, losses, damages, claims, interest, costs, awards, judgments, amounts paid in settlement and penalties suffered or incurred by them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 6.19) or any information utilized in connection therewith, except for any of the foregoing to the Company and extent the same is the result of the gross negligence or willful misconduct of the Company, its Subsidiaries and its and or their respective Representativesdirectors, officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and other representatives. (g) Parent and (b) upon reasonable notice Merger Sub acknowledge and at reasonable times and locationsagree that, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company notwithstanding anything in this Agreement to be breached or cause any the contrary, neither obtaining financing related to the transactions contemplated by this Agreement, nor completing the Financing, is a condition to this Agreement to fail to be satisfiedthe Closing.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provideuse, and shall cause its Subsidiaries to use, and shall use its commercially reasonable efforts to cause its and their the respective Representatives of the Company and its Subsidiaries to provideuse, in each case, commercially reasonable efforts to provide to Buyer, all cooperation reasonably requested by Buyer in connection with the arrangement of the Financing, including the following: (i) furnishing Buyer and the Financing Sources the Required Financial Statements and such cooperationother pertinent information regarding the Company and its Subsidiaries as is reasonably requested by Buyer or its Financing Sources to consummate the Financing (it being understood that no financial statements shall be required other than the Required Financial Statements); (ii) assisting with the preparation of materials for any rating agency presentations, at Parent’s sole cost bank information memoranda and expense, similar documents required in connection with the Financing; (iii) executing and providing documents as may be reasonably requested by Parent Buyer, including if reasonably requested in connection writing at least ten (i10) Business Days prior to Closing, providing at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001); (iv) reasonably cooperating with the marketing efforts of Buyer and the Financing Sources for all or any evaluation portion of the Financing; (v) using commercially reasonable efforts to satisfy the conditions precedent set forth in the Commitment Letter or analysis ofany definitive documentation relating to the Financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company or any of the Subsidiaries of the Company; and (vi) using commercially reasonable efforts to cooperate with the due diligence investigation of the Financing Sources, or diligence to the extent customary and reasonable and not unreasonably interfering with respect to, the existing Indebtedness businesses of the Company or any of its Subsidiaries; provided that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the businesses or operations of the Company or its Subsidiaries; and provided, further, that neither the Company nor any of its Subsidiaries or their respective Representatives shall (1) be required to pay any commitment or other similar fee or incur any other cost or expense that is not reimbursed by Buyer in connection with the Financing pursuant to below or to pass resolutions or consents to approve or authorize the execution of the Financing (other than any continuing officers or directors that will remain after the Closing Date), (2) have any liability or obligation under any document, agreement or certificate related to the Financing unless and until the Closing occurs, (3) be required to prepare or provide (x) projections, pro forma financial statements or pro forma financial adjustments related to the Financing or (y) any information that is not readily available to the Company based on its current method of recordkeeping (it being understood that the Company will provide the Required Financial Statements), (4) be required to take any action which would cause it to (x) violate any Contract to which it is a party (including this Agreement), (ay) reasonably violate any Law applicable to it or (z) fail to satisfy any condition precedent set forth in Section 2.2(a) or 2.2(b); or (5) be required to execute and deliver any authorization letter, solvency certificate or statement of beneficial ownership. For the avoidance of doubt, any cooperation provided under this Section 7.14 shall be at the sole expense of Buyer. (b) Buyer shall, promptly furnishing any pertinent upon request by the Company, reimburse the Company for all reasonable and customary information regarding documented out-of-pocket costs (including reasonable and documented attorney’s fees and expenses) incurred by the Company or its Subsidiaries in connection with the cooperation described above in Section 7.14(a). Buyer shall indemnify and hold harmless the Company and its Subsidiaries as may be reasonably requested and their respective Representatives from and against any and all liabilities or losses suffered or incurred by Parent relating them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries), in each case, except to the existing Indebtedness extent such liabilities or losses are suffered or incurred directly as a result of the bad faith, gross negligence, or willful misconduct by the Company or any of its Subsidiaries or, in each case, their respective Representatives. (including using commercially reasonable efforts c) The Company hereby consents to ensure that lenders and/or holders the use of the existing Indebtedness logos of the Company and its Subsidiaries in connection with the Financing and authorizes the Financing Sources to download copies of such logos from its website for such purposes; 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 advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedmarks.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company and Seller will, and will cause the Company’s Subsidiaries and Advisors to, use their reasonable best efforts to, cooperate with Buyer and its Advisors in connection with the marketing, arrangement and/or syndication of the Debt Financing, including using reasonable best efforts to: (i) facilitate the execution and delivery of customary definitive financing documentation, including pledge, collateral and security documents, effective following the Closing, on the terms and conditions contemplated by the Debt Letters and/or the other definitive documentation with respect to the applicable Debt Financing; (ii) deliver to Buyer: (A) the financial statements described in Section 2.02(l), and (B) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date (other than any fourth fiscal quarter of the Company), together with financial statements for the comparative quarter in the prior fiscal year, on a consolidated basis in accordance with GAAP, which quarterly financial statements, in each case, shall have been reviewed by the Company’s independent accountants pursuant to the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial statements (the financial statements described in clauses (A) and (B), the “Required Financing Information”); (iii) provide to Buyer reasonably available information relating to, and otherwise reasonably assist Buyer in preparing, customary pro forma financial statements meeting the requirements applicable to the pro forma financial statements of the Buyer to be filed by the Buyer with the SEC on Form 8-K in connection with the Transactions; provided that, nothing in this Section 6.10 shall require Seller or the Company, or their respective Subsidiaries or Advisors, to prepare financial statements complying with FASB Accounting Standards Codification Topic 606 (Revenue from Contracts with Customers); (iv) (A) update any Required Financing Information provided to Buyer as necessary so that the Required Financing Information for the most recent period provided would not be deemed stale under customary practices for registered public offerings of debt securities and are in a form sufficient to permit the Company’s independent accountants to issue customary comfort letters in connection with the applicable Debt Financing, including as to customary negative assurances and change period, in order to consummate any offering of debt securities of the Buyer on any day prior to the Closing Date and (B) as promptly as practicable, inform Buyer if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Company’s board of directors shall have actual knowledge of any facts as a result of which a restatement of any Required Financing Information to comply with GAAP is probable or under active consideration, or if the Required Financial Information would otherwise fail to be in a form (i) sufficient to permit the Company’s independent accountants to issue the comfort letters described in clause (A) or (ii) meeting the requirements applicable to acquired company financial statements to be filed by Buyer with the SEC on Form 8-K in connection with the Transactions; (v) request that the Company’s independent accountants provide, and use commercially reasonable best efforts to cause them to provide, customary comfort letters (including customary “negative assurance” comfort) and shall cause consents for use of their reports, on customary terms and consistent with their customary practice in connection with the applicable Debt Financing; (vi) make appropriate officers available to participate in a reasonable number of sessions with rating agencies (to the extent necessary), information meetings and road shows, in each case, to the extent customarily required for financings of the type contemplated by the Debt Financing and upon reasonable advance notice and at mutually agreeable dates and times; (vii) reasonably assist Buyer and its Advisors with the preparation of customary materials for a bank information memorandum, prospectus, offering memorandum, investor presentation, lender presentation and/or similar offering documents and customary rating agency presentations for the Debt Financing; (viii) furnish at least four (4) Business Days prior to the Closing Date all customary information regarding the Company and each of its Subsidiaries that is requested in writing and use commercially required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing by Debt Financing Sources at least ten (10) Business Days prior to the Closing Date; (ix) cooperate reasonably with any customary due diligence investigation of the Company and its Subsidiaries in connection with the Debt Financing, including participation in due diligence sessions (and including requesting that the Company’s independent accountants participate in accounting due diligence sessions) upon reasonable efforts advance notice and at mutually agreeable times; and (x) take all customary corporate actions, subject to cause its and their respective Representatives to providethe occurrence of the Closing, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent Buyer and necessary to permit the consummation of the Debt Financing. (b) Notwithstanding anything to the contrary contained in connection this Section 6.10, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (i) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries, (ii) cause any evaluation representation or analysis warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing, that would not be reimbursed by Buyer, (iv) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (vi) result in the contravention of, or diligence that could result in a violation or breach of, or a default (with respect toor without notice, lapse of time, or both) under, any contract or agreement, (vii) provide access to or disclose information that the existing Indebtedness Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, including (aviii) reasonably promptly furnishing authorize any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness corporate action of the Company or any of its Subsidiaries that would become effective and operative prior to the Closing, (including using commercially reasonable efforts to ensure that lenders and/or holders ix) require the Company, its Subsidiaries or any Persons who are directors of the existing Indebtedness Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, (x) require the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to enter into any instrument or agreement with respect to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders Debt Financing that is effective prior to the occurrence of the existing Indebtedness of Closing or that would be effective if the Closing does not occur, (xi) require the Company or any of its Subsidiaries to prepare any projections or pro forma financial statements (provided, that actions to assist with the preparation of pro forma financial statements may be required to the extent provided in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholdersSection 6.10(a)(iii)), or (xii) deliver or cause to be delivered any internal reorganization transactions, opinion of counsel in each case connection with respect to the assumption of the existing Indebtedness of the Company by Parent Debt Financing. (other than, for the avoidance of doubtc) Buyer shall indemnify and hold harmless Seller, the Company Credit Facilities). Notwithstanding the foregoingand each of its Subsidiaries and their respective pre-Closing directors, officers, employees and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees) interest, awards, judgments and penalties of any kind imposed on, sustained, incurred or suffered by, or asserted against, any such requested of them, directly or indirectly, relating to, arising out of or resulting from the arrangement of the Debt Financing, any cooperation under pursuant to this Section 6.13 will not unreasonably interfere with 6.10 and/or the operations provision of information utilized in connection therewith, except to the extent any of the foregoing arise out of the willful breach or Fraud of the Company or any of its Subsidiaries, cause whether or not the Transactions are consummated or this Agreement is terminated. Buyer shall, promptly upon written demand by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or its Subsidiaries in connection with this Section 6.10, whether or not the Transactions are consummated or this Agreement is terminated. (d) The Company hereby consents to the reasonable use of its and its Subsidiaries’ trademarks, service marks and logos in connection with the marketing, syndication and underwriting of the Debt Financing or consummation of an offering of equity or equity-linked securities in replacement of all or any representation portion of the Debt Financing; provided, that such trademarks, service marks and logos are used solely in a manner that is not intended to or warranty reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (e) Buyer expressly acknowledges and agrees that (i) obtaining the Debt Financing is not a condition to the Closing and (ii) notwithstanding anything contained in this Agreement to the contrary, Buyer’s obligations hereunder are not conditioned in any manner upon Buyer obtaining the Debt Financing, or any other financing. In the event the Debt Financing has not been obtained, Buyer will continue to be breached obligated, subject to the satisfaction or cause any condition to waiver of the conditions set forth in ARTICLE VIII or the termination of this Agreement in accordance with ARTICLE IX, to fail to be satisfiedconsummate the Transactions.

Financing Cooperation. Until (a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Closing and the termination of this Agreement pursuant to Article VIIIVIII and the Effective Time, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and use commercially reasonable efforts to cause the Company’s and its and their respective Subsidiaries’ Representatives to provide, such cooperationto, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Financing as may be reasonably requested by Parent in connection (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent: (i) with any evaluation or analysis ofagreeing to enter into such agreements, or diligence with respect toand to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the existing Indebtedness of Company’s and its material Subsidiaries’ assets pursuant to such agreements as may be reasonably requested; (ii) providing to the Lender financial and other information relevant to the Financing in the Company’s or its Subsidiaries’ possession or that is reasonably available or that the Company or its Subsidiaries prior to the date hereof in the ordinary course of business would have produced (and in accordance with the timeframe in which such information would have been produced) (including audited and unaudited financial statements as of and for periods both before and after the date hereof, provided that such financial statements shall be provided in a manner as is consistent with the Company’s existing practices), assisting in the preparation of any of pro forma financial information or projections, making the Company’s and its Subsidiaries’ senior officers available at reasonable times and for a reasonable number of meetings to assist the Lender (including by way of participation in meetings, including presentations, marketing sessions and due diligence sessions), and otherwise reasonably cooperating in connection with the consummation of the Financing; (aiii) reasonably promptly using reasonable best efforts to obtain from the Company’s and its Subsidiaries’ accounting firm accountants’ comfort letters and consents customary for debt financings, and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith and cooperating in obtaining any necessary valuations; (iv) furnishing any pertinent all documentation and customary other information regarding about the Company and its Subsidiaries as may be that the potential financing sources have reasonably requested determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (v) taking all corporate, limited liability company, partnership or other similar actions by the Company and its Subsidiaries that are reasonably necessary to permit the consummation of the necessary financing; and (vi) using reasonable best efforts to cooperate with Parent relating to satisfy any conditions precedent to any the Financing to the existing Indebtedness extent within the control of the Company and its Subsidiaries. Parent shall promptly reimburse the Company for any out-of-pocket expenses and costs reasonably incurred in connection with the Company’s or its Affiliates’ obligations under this Section 6.16(a). (b) Notwithstanding anything in this Agreement to the contrary: (i) nothing in this Agreement shall require any cooperation to the extent that it would require the board of directors of the Company or any of its Subsidiaries to take any action or the Company or any of its Subsidiaries or Representatives, as applicable, to waive or amend any terms of this Agreement, agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time (including using commercially reasonable efforts for which the Company is not promptly reimbursed by Parent) or to ensure that lenders and/or holders approve the execution or delivery of any document or certificate in connection with the existing Indebtedness Financing (or any alternative financing); (ii) no officer of the Company or any of its Subsidiaries who is not reasonably expected to be an officer of the Surviving Corporation shall be obligated to deliver any certificate in connection with the Financing and their advisors and consultants shall have sufficient access to no counsel for the Company and or any of its Subsidiaries and its and their respective Representativesshall be obligated to deliver any opinion in connection with the Financing; and (iii) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders irrespective of the existing Indebtedness above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument (in each case which other than the authorization letters referred to above) shall be telephonic or virtual meetings or sessions, as circumstances require) effective until the Effective Time and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations none of the Company or any of its SubsidiariesSubsidiaries shall be required to take any action under any certificate, cause document or instrument that is not contingent upon the Closing (including entry into any representation agreement that is effective before the Effective Time or warranty distribution of any cash by or to the Company in this Agreement that is effective before the Effective Time) or that would be effective prior to be breached or cause any condition to this Agreement to fail to be satisfiedthe Effective Time.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall, shall use cause the other Group Companies to, and shall instruct their respective Representatives to, on a timely basis (at the Buyer’s sole cost and expense) provide such reasonable cooperation as may be reasonably requested by the Buyer in connection with the arrangement, marketing, syndication and consummation of the Financing by the Buyer as may be reasonably requested by the Buyer and the Financing Entities in connection with the Financing, including using its commercially reasonable efforts to: (i) assist in preparation for marketing efforts (including lender and investor meetings and calls), other meetings and due diligence sessions (including accounting due diligence sessions) and sessions with prospective lenders and investors; (ii) assist in the preparation of confidential information memoranda, offering memoranda and similar marketing documents for the Financing; (iii) as promptly as reasonably practicable, inform the Buyer if any officer the Company or any Group Company shall have knowledge of any facts that would likely require the restatement of the Company Financial Statements; (iv) to providethe extent not provided prior to the date hereof, provide as promptly as is reasonably practicable the Company Financial Statements (which shall be consistent in all material respects with the Draft Company Financial Statements) and any information reasonably requested by Buyer in writing in connection with Buyer’s preparation of pro forma financial information and financial statements; (v) directing the chief financial officer or any other officer with appropriate authority of any Group Company to execute and deliver on behalf of any Group Company (but not to be effective before the Closing) any pledge and security documents, other definitive financing documents, or other certificates, or documents, in each case as may be reasonably requested by the Buyer in connection with the Financing and otherwise facilitate the pledging of collateral (including cooperation in connection with the pay-off of any debt and the release of related Liens and termination of security interest); (vi) take all corporate actions, subject to the occurrence of the Closing, reasonably requested by the Buyer that are necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available on the Closing Date to consummate the transactions contemplated hereby; and (vii) provide at least five (5) Business Days prior to the Closing Date all documentation and other information about the Company and any Group Company as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least eight (8) Business Days prior to the anticipated Closing Date. The Company hereby consents to the use of the logos of the Company and the other Group Companies solely in connection with the Financing. Prior to the Closing, the Company shall, and shall cause the other Group Companies to, use its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives independent auditors to provide, such cooperationconsistent with customary practice, at Parent’s sole cost (A) reasonable assistance in the preparation of pro forma financial statements and expense(B) reasonable assistance and cooperation to the Buyer, as may be reasonably requested by Parent in connection including attending accounting due diligence sessions. (b) Notwithstanding any provision herein to the contrary, (i) with any evaluation or analysis of, or diligence with respect to, such cooperation described in Section 6.4(a) shall not (A) unreasonably disrupt the existing Indebtedness operations of the Group Company, (B) require any Group Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsdirectors, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company members, managers or any of its Subsidiaries (in each case which shall be telephonic officers to pass resolutions or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholdersconsents, or approve or authorize the execution of, or execute any internal reorganization transactionsdocument, in each case agreement, certificate or instrument or take any other corporate action with respect to the assumption Financing unless effective no earlier than (and conditioned upon) the Closing, or (C) require any Group Company to provide any projections or other forward-looking financial information or financial data, or any historical financial statements that is not readily available as of the existing Indebtedness execution and delivery of this Agreement, (ii) no Group Company shall be required to (A) pay any commitment or other similar fee prior to the Closing unless reimbursed in full by the Buyer at or prior to the Closing or (B) incur or assume any liability in connection with the Financing prior to the Closing unless effective no earlier than (and conditioned upon) the Closing, and (iii) the Group Companies and their respective directors, managers, officers or employees shall not be required to execute, deliver or enter into, or perform any contract, agreement, document or instrument with respect to the Financing unless effective no earlier than (and conditioned upon) the Closing; provided that the Buyer shall reimburse the Company in full for its reasonable and documented out of pocket costs and expenses incurred in connection with such cooperation at or prior to the Closing. (c) The Buyer shall indemnify, defend, and hold harmless the Group Companies and their respective officers, employees, directors, advisors and other representatives from and against any and Damages and reasonable and documented out-of-pocket expenses suffered or incurred by them in connection with the Financing and the Group Companies’ assistance in connection with the Financing and any information utilized in connection therewith except to the extent such Damages arose out of or resulted from the gross negligence, Fraud or intentional misrepresentation of the Company by Parent Group Companies or their respective officers, employees, directors, advisors and other representatives. (other than, for d) The Buyer expressly acknowledges and agrees that the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations Closing shall in no way be conditioned on or subject to its receipt of the Company Financing (or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedportion thereof).

Financing Cooperation. Until (a) Prior to the earlier Closing, each of Parent and Seller shall use its commercially reasonable efforts, and each of Parent and Seller shall cause the Sold Companies to use their commercially reasonable efforts to provide, to the extent within their applicable control, Buyer, such customary cooperation reasonably requested by Buyer, at Buyer’s sole expense, in connection with the Debt Financing (provided, however, that such requests shall not unreasonably interfere with the ongoing operations of Parent, Seller and the Sold Companies), including using commercially reasonable efforts with respect to the following: (i) furnishing Buyer with such financial information set forth in items 3 and 4 of Exhibit D to the Debt Commitment Letter (the “Required Financial Information”) and other customary financial information as reasonably requested by Buyer to enable Buyer to prepare pro forma financial statements, in each case, to the extent customary and reasonably required pursuant to such Debt Financing and to the extent reasonably available; (ii) causing the Business’s and Sold Companies’ management teams, with appropriate seniority and expertise, at reasonable times and upon reasonable notice, to participate in a limited number of meetings, conference calls, drafting sessions, due diligence sessions and similar presentations to and with the Debt Financing Sources and rating agencies; (iii)(A) assisting with the preparation of customary rating agency presentations, bank information memoranda and other customary marketing and syndication materials required or reasonably requested by the Debt Financing Sources in connection with the Debt Financing; provided, however, that any such customary marketing and syndication materials shall contain disclosure and pro forma financial statements reflecting Buyer as the obligor; and (B) executing and delivering customary authorization letters relating to the Debt Financing; (iv) (A) to assist in the preparation and negotiation of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, and customary officer’s and other closing certificates) as may reasonably be requested, including obtaining surveys, environmental assessments, title insurance, landlord estoppel letters, consents and similar items as may be reasonably requested by Buyer and the Debt Financing Sources, and establishing bank and other accounts and blocked account agreements and lock-box arrangements to the extent necessary in connection with the Debt Financing; and (B) to facilitate the pledging of collateral, it being understood that such documents will not take effect until the Closing and cooperating with customary field examinations and collateral audits and appraisals; (v) obtaining the fully executed pay-off letters and any related releases of Encumbrances, terminations and instruments of discharge (including UCC termination statements); (vi) obtaining owner’s policies of title insurance for the Owned Real Property (at Buyer’s sole cost and expense), including delivery to the title company of customary title affidavits, transfer documentation, certificates and other documentation executed by Seller and/or the applicable Sold Company as is reasonably necessary for the title company to issue the title insurance policies insuring title in accordance with the terms of this Agreement, provided in no event shall any such deliveries increase the obligations or liabilities of Seller or any applicable Sold Company under this Agreement; and (vii) furnishing Buyer promptly, and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, that has been reasonably requested by Buyer in writing, at least nine (9) calendar days prior to the Closing Date. Subject to Buyer’s indemnification obligations under this Section 5.29, each of Parent and Seller hereby consents to the use of the Business’s and Sold Companies’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is neither intended, nor reasonably likely, to harm or disparage Parent or Seller or the reputation or goodwill of Parent or Seller and their marks. (b) Buyer shall: (i) promptly reimburse Parent, Seller and any of their Affiliates and Representatives for all of the documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by Parent, Seller and any of their Affiliates and Representatives in connection with this Section 5.29; and (ii) indemnify and hold harmless Parent, Seller and any of their Affiliates and Representatives from and against all Losses suffered or incurred by any of them in connection with (x) the arrangement of the Financing and any information used in connection therewith, including providing the cooperation contemplated by this Section 5.29 and (y) any misuse of the logos or marks of Parent or Seller. (c) Notwithstanding anything in this Agreement pursuant to Article VIIIthe contrary (including this Section 5.29), none of Parent, Seller or their Affiliates or Representatives shall: (i) be required to pay any commitment or other fee or reimburse any expenses in connection with the Financing; (ii) be required to incur any Liability for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Buyer or give any indemnity in connection with the Financing; (iii) be required to take any action that would require any director, officer or employee of Parent, Seller or any Sold Company to execute, or be required to enter into, any document, agreement, certificate or instrument (other than with respect to any authorization letter described in this Section 5.29) in connection with the Financing except as may be effective at or after the Closing; (iv) be required to take any action in connection with the Financing that would unreasonably interfere with the ongoing business or operation of Parent, Seller or any of their Affiliates or Representatives; provided, that Parent, Seller or any Affiliate or Representative of Parent or Seller shall provide notice to Buyer and the Debt Financing Sources promptly upon obtaining knowledge that any such cooperation is being withheld and shall use commercially reasonable efforts to provideresolve such interference in order to permit the provision of such cooperation; (v) result in Parent, Seller or any of their Affiliates incurring any Liability with respect to the matters relating to the Financing or cause any director, officer or employee of Parent, Seller or any Sold Company to incur any personal liability in connection with the Financing; (vi) provide in connection with the Debt Financing any information the disclosure of which is prohibited or restricted under Law or is legally privileged; provided, that Parent, Seller or any Affiliate or Representative of Parent or Seller shall provide notice to Buyer and the Debt Financing Sources promptly upon obtaining knowledge that any such cooperation is being withheld and shall cause its Subsidiaries and use commercially reasonable efforts to cause its resolve such prohibition or restriction in order to permit the provision of such cooperation; (vii) the pre-Closing board of directors or board of managers of Parent, Seller and their respective Representatives the directors, managers and general partners of the Sold Companies shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (viii) none of Parent, Seller or any Sold Company shall be required to take any corporate actions that are not conditioned upon the Closing to permit the consummation of the Debt Financing, and (ix) none of Parent, Seller or any Sold Company shall be required to provide, and Buyer shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description of all or any component of the Debt Financing, including any such cooperationdescription to be included in any liquidity or capital resources disclosure or any “description of notes”, at Parent’s sole cost (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (4) 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, (5) Compensation Disclosure and expense, as may be reasonably requested Analysis required by Parent in connection (iItem 402(b) with any evaluation or analysis ofof Regulation S-K, or diligence with respect to(6) any solvency certificate or similar certification or representation. Notwithstanding anything in this Agreement to the contrary, the existing Indebtedness none of the Company Parent, Seller or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company their Affiliates or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which Representatives shall be telephonic required to incur or virtual meetings or sessions, as circumstances require) and (ii) with have any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case Losses with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company Financing or any of its Subsidiariesmarketing materials, cause any representation presentations or warranty of Company disclosure documents in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedconnection therewith.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the The Company shall use its commercially reasonable efforts to provideto, and shall cause each of its Subsidiaries to use their commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its and their respective Representatives to provideuse their commercially reasonable efforts to, such cooperation, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of any debt financing as may be reasonably requested in writing by Parent in connection (i) provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or any evaluation duties or analysis ofobligations of any officer, director, employee, consultant, agent or diligence with respect to, the existing Indebtedness Representative of the Company or any of its Subsidiaries), including (abut still subject to the aforementioned reasonableness standards) reasonably promptly (i) participation in a reasonable number of meetings, lender presentations and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations and bank information memoranda, (iii) furnishing any Parent and its debt financing sources with such pertinent and customary information regarding the Company and its Subsidiaries as may Subsidiaries, including information required under “know your customer” and anti-money laundering rules and regulations, all financial statements and projections and other pertinent information reasonably requested by the debt financing sources (all such information in this clause (iii), the “Required Information”), (iv) obtaining such consents, approvals and authorizations which shall be reasonably requested by Parent relating to in connection with such debt financing and collateral arrangements in connection therewith, (v) executing and delivering any customary pledge and security documents, other definitive financing documents or other requested certificates or documents, including, a customary solvency certificate by the existing Indebtedness Chief Financial Officer of the Company (provided that (A) none of the agreements, documents and certificates shall be executed and delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, (C) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other fee or incur any liability in connection with such debt financing prior to the Effective Time and none of their respective Representatives shall be required to pay any commitment or other fee or incur any liability in connection with such debt financing and (including using commercially reasonable efforts D) no personal liability shall be imposed on the Representatives involved, and (vi) obtaining any intellectual property assignment agreements relating to ensure that lenders and/or holders the Company Products and Owned Intellectual Property, and making all necessary filings with governmental registration agencies to update ownership title in and to effectuate the release of any security interests granted in the Registered Intellectual Property. None of the existing Indebtedness Company, any Subsidiary, any officer, director, employee, agent, consultant or Representative of either the Company or any of its Subsidiaries and their advisors and consultants Subsidiary shall have sufficient access to be held liable for any reason in the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsevent the Parent, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company Merger Sub or any of its Subsidiaries (in each case which Affiliate thereof fails to successfully arrange for any such debt financing. Upon written request by the Company, the applicable Company, Subsidiary and/or Representative shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company promptly reimbursed by Parent (other thanfor all direct out-of-pocket costs and expenses relating to such cooperation, for which obligation shall survive the avoidance termination of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until the earlier of the Closing (a) In connection with Buyer's efforts to obtain high-yield bond financing and the termination of this Agreement pursuant to Article VIIIany other financings undertaken by Buyer, the Company Buyer Subs or their respective Affiliates in connection with the transactions contemplated hereby and by the Local Purchase Agreements, DuPont shall use commercially reasonable efforts to providerequest certain members of DTI management (previously agreed upon by Buyer and DuPont), and shall cause its Subsidiaries and use commercially reasonable efforts request PWC, in each case to cause its and their respective Representatives the extent practicable, to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis ofaid in the preparation of written offering materials used to complete such financings, or diligence with respect toto the extent information contained therein relates to the DTI Business, the existing Indebtedness of the Company DuPont or any of its SubsidiariesAffiliates or the Joint Ventures, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) provide Buyer and its Representatives with historical financial information and data (other than in any required consents from or agreements event projections) and other information and data in the possession of DuPont and reasonably requested in connection with lenders or noteholders, or any internal reorganization transactionssuch financings and, in each the case of PWC, assist in the preparation of auditors reports, comfort letters and other documentation prepared in connection with respect the mitigation of financial assistance regulations that any DTI Company may be subject to in connection therewith and (iii) participate in presentations, road shows, due diligence sessions, drafting sessions and other meetings customarily involved in financing efforts; PROVIDED, that the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will foregoing activities would not unreasonably interfere with the operations performance of such Person's duties in connection with the DTI Business; PROVIDED, that, in the case of any of clauses (i)-(iii) above, (A) Buyer shall promptly reimburse DuPont for any out-of-pocket expenses reasonably incurred by DuPont and its Affiliates (including the reasonably incurred out-of-pocket expenses of members of management of the Company DTI Business) in connection with their compliance with this Section 5.35 and (B) any offering materials and other documents prepared by Buyer or its Affiliates which include any information provided by DuPont or any of its Subsidiaries, cause any representation or warranty Affiliates shall be subject to the prior approval of Company in this Agreement DuPont (not to be breached unreasonably withheld in the case of information regarding the DTI Business); PROVIDED, that, (x) Buyer shall not undertake any financing in connection with the transactions contemplated hereby and by the Local Purchase Agreements which would result in any offering memorandum or financial statements relating to the DTI Business becoming publicly available prior to the Closing; PROVIDED, FURTHER, that the foregoing shall not prohibit distribution of any offering memorandum or other materials in a manner customary in connection with an offering under Rule 144A under the Securities Act and (y) Buyer shall include in any offering memorandum, banker's book or similar document used, or any other written offering materials used (collectively, "OFFERING MATERIALS"), in connection with any such high-yield debt offering or other such Buyer financing, a disclaimer to the effect that neither DuPont nor any of its Subsidiaries nor any employees thereof have any responsibility for the content of such document and disclaim all responsibility therefor and shall further include a disclaimer with respect to DuPont in any oral disclaimer included with respect to Parent, Buyer or KoSa B.V. in any oral disclosure with respect to such financing unless doing so would not make sense in such context. (b) DuPont shall, and shall cause any condition each of its applicable Subsidiaries to, use its reasonable commercial efforts to this Agreement to fail to obtain opinions of its local counsel (which may be satisfiedin-house counsel) as set forth on Schedule 5.35(b) in the jurisdictions set forth on such Schedule addressing the matters reasonably requested by, and addressed to, Buyer's lenders and placement agents and, in an offering under Rule 144A under the Securities Act, the initial purchasers.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIEffective Time, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries to, and shall use commercially reasonable best efforts to cause its and their respective Representatives to provide, such cooperationto, at the sole expense of Parent’s sole cost and expense, provide such reasonable cooperation in connection with any debt and/or equity financing by Parent or any of its Affiliates in connection with the Transactions as may be reasonably requested by Parent in connection or its Representatives. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to: (i) with any evaluation or analysis of, or diligence with respect to, furnish the existing Indebtedness report of the Company or any Company’s auditor on the audited consolidated financial statements of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries for the 2010, 2011 and 2012 fiscal years and for any fiscal year ended at least seventy-five (75) days prior to the Closing Date and use its reasonable best efforts to obtain the consent of such auditor to the use of its report thereon in accordance with normal custom and practice in connection with any debt and/or equity financing and use reasonable best efforts to cause such auditor to provide customary comfort letters to the underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any financial statements, schedules or other financial data or information relating to the Company and its Subsidiaries reasonably requested by Parent or its Representatives as may be reasonably requested by Parent necessary to consummate any such financing, including, without limitation, to satisfy any conditions relating to the Financing and any financial information about the Company required in order to prepare a pro forma financial statements of the Parent and its Subsidiaries after giving effect to the transactions described herein, in each case, meeting the requirements of Regulation S-X for a securities offering by the Parent pursuant to a registration statement under the Securities Act; (iii) file an Annual Report on Form 10-K with respect to the Company within seventy-five (75) calendar days after the end of each fiscal year, which shall comply in all material respects with the applicable requirements of the Exchange Act and shall contain the Company’s U.S. GAAP audited financial statements, including, without limitation, a balance sheet and related statements of income stockholders’ equity and cash flows (which financial statements shall be prepared on a basis not materially inconsistent with the financial statements included in the Company’s Form 10-Ks filed prior to the date hereof); (iv) file a Quarterly Report on Form 10-Q with respect to the Company within thirty-five (35) calendar days after the end of each of the first three fiscal quarters of each fiscal year, which shall comply in all material respects with the applicable requirements of the Exchange Act and shall contain the Company’s unaudited. U.S. GAAP financial statements, including, without limitation, a balance sheet, and related statements of income, stockholders’ equity and cash flows (which financial statements shall be prepared on a basis not materially inconsistent with the financial statements included in the Company’s Form 10-Qs filed prior to the date hereof); (v) provide direct contact between (x) senior management and advisors, including auditors, of the Company and (y) the proposed lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s or any of its Affiliate’s auditors in connection with, the financing; (vi) assist reasonably with the preparation of offering materials, marketing materials and presentations (including, without limitation, a confidential offering memorandum); (vii) obtain the cooperation and assistance of counsel and accountants to the Company and its Subsidiaries in providing customary legal opinions, comfort letters and other services; (viii) provide customary certificates and other documents and instruments relating to such financing and facilitate (including, without limitation, by taking all corporate, limited liability company, partnership or other similar actions necessary to authorize) the execution and delivery of definitive pledge, security and guarantee documents and other definitive documents (which documents shall only be required to become effective as of the Closing Date) and the provision of guarantees and security and the performance of the other obligations contemplated in connection with the financing; (ix) permit the reasonable use by Parent and its Affiliates of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use); (x) participate in meetings (including, without limitation, meetings with lenders), road shows, due diligence sessions, drafting sessions and sessions with ratings agencies (including the participation in such meetings of the Company’s senior management); (xi) use reasonable best efforts to assist in procuring any necessary rating agency ratings or approvals; (xii) at the Parent’s request, use commercially reasonable efforts to ensure that any syndication efforts with respect to such financing benefit materially from the Company’s and its Subsidiaries’ existing Indebtedness lending relationships; and (xiii) deliver to Parent, at least five (5) business days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case to the extent requested by the Parent from the Company in writing at least ten (10) business days prior to the Closing Date; provided that no obligations of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of under any certificate, document or instrument delivered by the Company or any of its Subsidiaries and their advisors and consultants pursuant to this Section 4.15(a) (other than authorization or representation letters) shall have sufficient access to be effective until the Effective Time. All non-public or otherwise confidential information regarding the Company and its Subsidiaries shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that the Parent and its Subsidiaries and their respective Representativesrepresentatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with any debt or equity financing in connection with the transactions described herein subject to customary confidentiality arrangements. (b) The Company shall and shall cause its Subsidiaries to (i) deliver all notices and take all other actions required to facilitate the termination of commitments under the Indebtedness of the Company and its Subsidiaries specified in Section 4.15(b) of the Company Disclosure Letter (the “Subject Indebtedness”), the repayment in full (or in the case of letters of credit, replacement or cash collateralization) of all obligations then outstanding thereunder and the release of all encumbrances in connection therewith on the Closing Date and (ii) deliver to the Parent not later than two (2) business days prior to the Effective Time customary payoff letter(s) in respect of the Subject Indebtedness in form and substance reasonably satisfactory to the Parent from all financial institutions and other persons (or the agents or trustees authorized to act on behalf thereof) parties to the Subject Indebtedness, which payoff letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other similar obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all obligations of the Company and its Subsidiaries in respect of such Indebtedness and all encumbrances on the assets of the Company and each of its Subsidiaries granted in connection therewith shall be, upon the payment of the Payoff Amount (which funds Parent shall have provided, or caused to be provided, to the Company) on the Closing Date, released. (c) Notwithstanding anything in this Section 4.15 to the contrary, in fulfilling its obligations pursuant to Sections 4.15(a) and (b), (i) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders none of the existing Indebtedness Company, its Subsidiaries or its Representatives shall be required to (A) pay any commitment or other fee, (B) provide any security or incur any other liability in connection with any debt and/or equity financing prior to the Effective Time or (C) require the Company to obtain any third-party audit other than as obtained in the ordinary course of the Company Company’s business or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilitiesunder Section 4.15(a). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.,

Financing Cooperation. Until (a) From the date of this Agreement until the Closing (or the earlier of the Closing and the termination of this Agreement pursuant to Article ARTICLE VIII), subject to the limitations set forth in this Section 5.03, the Company shall will use commercially its reasonable best efforts to providecooperate with Buyer and Merger Sub as reasonably requested by Buyer and Merger Sub in connection with Buyer's and Merger Sub's arrangement of the Debt Financing (or, for the avoidance of doubt, any alternate financing required under Section 6.05(c)); provided that nothing herein will require such cooperation to the extent it interferes, or would reasonably be expected to interfere, with the business or operations of the Company or its Subsidiaries. Cooperation pursuant to this Section 5.03 will include using reasonable best efforts to (i) participate in and make senior management of the Company available for a reasonable number of presentations, meetings, and due diligence sessions in connection with the Debt Financing (including with Debt Financing Sources) at reasonable times and locations (which may be virtual) reasonably acceptable to the Company, (ii) provide reasonable assistance to Buyer in its preparation of any customary bank information memoranda or lender presentation and similar documents, (iii) in respect of assets of the Company and its Subsidiaries, or equity interests in the Company and its Subsidiaries held by the Unitholders, provide reasonable assistance to the extent requested by Buyer with the preparation of loan agreements, pledge and security documents and other documents required in connection with the Debt Financing (which, in each case, shall cause be contingent upon, and only effective at, the Closing), including by providing reasonable assistance with the completion of schedules and other information disclosures reasonably requested by Buyer and required in connection with the Debt Financing; (iv) reasonably facilitate, effective as of the Closing Date, the pledging of collateral of the Company and its Subsidiaries, matters relating to title to assets or property of the Company and its Subsidiaries and use commercially reasonable efforts the execution and delivery of definitive documents by the Company and its Subsidiaries related to cause the Debt Financing on the terms contemplated by the Debt Commitment Letter (provided, that (A) none of the documents or certificates related to the Debt Financing shall be executed or delivered except in connection with, or contingent upon, the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no liability shall be imposed on the Company, any of its and Subsidiaries or any of their respective Representatives officers or employees involved prior to providethe Effective Time); provided that, such cooperationnotwithstanding anything in this Agreement to the contrary, the Company will not be required to deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate related to the Debt Financing; (v) at Parent’s Buyer's sole cost and expense, as may be reasonably requested by Parent in connection (i) cooperate with the replacement or backstop of any evaluation or analysis of, or diligence with respect to, outstanding letters of credit issued for the existing Indebtedness account of the Company or any of its Subsidiaries; (vi) furnish, including (a) reasonably as promptly furnishing any pertinent as practicable, Buyer and customary the Debt Financing Sources with all documentation and other information regarding with respect to the Company required under applicable "know your customer" and its Subsidiaries as may be anti-money laundering laws, rules and regulations, including, without limitation, the USA PATRIOT Act, that is reasonably requested in writing by the Debt Financing Sources at least five (5) Business Days prior to the Closing Date; and (vii) solely with respect to any directors and officers continuing in such roles after the Closing Date, and effective only on the Closing Date, take all organizational and other actions, subject to the occurrence of the Closing, reasonably requested by Parent relating Buyer to permit the consummation of any financing arrangement. The Company hereby consents to the existing Indebtedness 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, or reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of any of them. (b) Notwithstanding this Section 5.03 or anything else in this Agreement: (i) in no event will the Company or any of its Subsidiaries be required to pay any commitment fee or other fee or payment to obtain consent, or to incur any liability with respect to, or cause or permit any Lien to be placed on any of their respective assets in connection with, the Debt Financing prior to the Effective Time; and (ii) nothing in this Section 5.03 shall require any action that would conflict with or violate the Company's or any Subsidiaries' organizational documents or any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party. (c) Buyer (i) will promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees, costs and expenses (including using commercially reasonable efforts to ensure that lenders and/or holders and documented out-of-pocket fees and expenses of the existing Indebtedness of Advisors) incurred by the Company or any of its Subsidiaries and their advisors respective Affiliates, officers and consultants shall have sufficient access to Advisors in connection their compliance with this Section 5.03 and (ii) will indemnify and hold harmless the Company and Company, its Subsidiaries and its and their respective Representatives) Affiliates, officers and (b) upon reasonable notice Advisors from and at reasonable times and locationsagainst all losses, participating damages, claims, costs or expenses suffered or incurred by any of them in meetings and presentations connection with lenders and/or holders the arrangement of the existing Indebtedness Debt Financing and any information used in connection therewith, except to the extent suffered or incurred as a result of the bad faith or willful misconduct of the Company or any Affiliate (to the extent determined by a final, non-appealable judgment of its Subsidiaries a court of competent jurisdiction). (d) Buyer and the Debt Financing Sources may disclose confidential information regarding the Unitholders, the Company or their respective Affiliates obtained by Buyer, the Debt Financing Sources or their respective Representatives during the syndication of the Debt Financing to (i) potential lenders and investors in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) connection with the marketing and syndication of the Debt Financing and (ii) rating agencies in connection with any required consents from confirming or agreements obtaining ratings for Buyer or the Debt Financing; provided that all non-public or other confidential information provided by the Company and its Affiliates and representatives shall be kept confidential in accordance with ‎the Confidentiality Agreement, except that Buyer shall be permitted to disclose such information to the Debt Financing Sources, rating agencies and prospective lenders or noteholdersduring syndication of the Debt Financing subject to the Debt Financing Sources, or any internal reorganization transactions, in each case rating agencies and prospective lenders agreeing to customary confidentiality obligations (which may include customary "click through" language) with respect to such information. (e) The parties agree that this Section 5.03 (and not Section 5.07) sets forth the Company's sole obligations with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities)Debt Financing. Notwithstanding anything to the foregoingcontrary in this Agreement or in any other Transaction Document, any such requested cooperation it is understood and agreed by the parties that the conditions set forth in Section 7.02 as applied to the Company's obligations under this Section 6.13 will 5.03 shall be deemed to be satisfied unless the Debt Financing contemplated by the Debt Commitment Letter has not unreasonably interfere been obtained as a direct result of the Company's Willful Breach of its obligation under this Section 5.03. For purposes of this Section 5.03, "Willful Breach" means a material breach by the Company that is a consequence of an act or omission knowingly undertaken or omitted by the Company with the operations intent of the Company or any causing a breach of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until (a) From the date of this Agreement through the earlier of the Closing and the termination of this Agreement pursuant Agreement, subject to Article VIIIthe limitations set forth in this Section ‎6.6, and unless otherwise agreed by Parent, the Company shall agrees to use commercially reasonable best efforts to provide, provide such assistance (and shall to cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, provide such cooperation, at Parent’s sole cost assistance) as is customary and expense, as may be reasonably requested by Parent, and subject to Parent’s Reimbursement Obligations, in connection with the arrangement of any Debt Financing for purposes of consummating the Merger. (b) Such assistance shall include using reasonable best efforts to take the following actions: (i) furnishing Parent and the Debt Financing Sources as promptly as reasonably practicable (or (x) in the case of any audited financial statements furnished pursuant to clause (A) below, as promptly as reasonably practicable but in no event more than 90 days after the relevant fiscal year, and (y) in the case of any unaudited quarterly financial statements furnished pursuant to clause (A) below, as promptly as reasonably practicable but in no event more than 45 days after the relevant fiscal quarter) with (A) the Required Information, and (B) customary “flash” or “recent development” revenue information (which may be provided in a reasonable range or estimate and may be provided on a non-GAAP basis) for any fiscal quarter ending after the date hereof and prior to the Closing, and (C) to the extent in possession of the Company, such other financial and other pertinent information pertaining to the Company and its Subsidiaries (it being understood that the Company shall not be required to provide (x) any financial statements other than those required pursuant to the definition of Required Information or (y) any Excluded Information), (ii) solely with respect to financial information and data derived from the Company’s historical books and records and maintained in the ordinary course of business, providing Parent with information necessary for Parent to prepare the pro forma financial statements required by clause (e) of paragraph 9 of Annex V of the Debt Commitment Letter, (iii) preparing for and participating in (through management with appropriate seniority and expertise) a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions, sessions with rating agencies and other customary syndication activities in connection with the Debt Financing, at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise agreed to by the Company in its reasonable discretion, (iv) causing the independent auditors of the Company to assist and cooperate with Parent in connection with the Debt Financing, including by (iA) providing consent to offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, and customary comfort letters (including “negative assurance”) with respect to financial information relating to the Company and its Subsidiaries and (B) attending customary accounting due diligence sessions in connection with the Debt Financing, at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise agreed to by the Company in its reasonable discretion, (v) assisting Parent and the Debt Financing Sources in Parent’s preparation of any evaluation or analysis ofcustomary offering documents, or diligence private placement memoranda, bank information memoranda and similar documents and any materials for rating agency presentations, including execution and delivery of customary authorization letters related thereto (including customary representations with respect to, to the existing Indebtedness absence of material non-public information in the public-side versions of documents and the absence of material misstatements or omissions) and customary CFO and similar certificates and certificates with respect to certain financial information of the Company or any and its Subsidiaries in the offering documents not otherwise covered by “comfort” letter described above to the extent reasonably requested by the underwriters of its Subsidiariessuch offering, including and providing reasonable cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary, (avi) reasonably promptly furnishing any pertinent and customary information regarding solely with respect to the Company and its Subsidiaries and to the extent required by the Debt Financing, facilitating the pledging of, granting a security interest in and obtaining perfection of collateral, in each case, effective no earlier than the Closing, and cooperating with a reasonable number of (not to exceed two (2)) collateral appraisals and field examinations in connection with the existing asset-based revolving credit facility of the Parent and its Subsidiaries as may be reasonably requested by Parent relating Parent, which shall occur at reasonable times and with reasonable advance notice for the Company and its Subsidiaries, and provided that a representative from the Company and its Subsidiaries shall be permitted to attend all such collateral appraisals and field examinations, (vii) [reserved], (viii) providing as promptly as reasonably practicable (and in any event, no less than two (2) Business Days prior to the existing Indebtedness of Closing Date) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (A) the Company or USA Patriot Act and (B) a certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any of its Subsidiaries (including using commercially reasonable efforts to ensure Debt Financing Source that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access has requested such certification, relating to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactionsSubsidiaries, in each case with respect to the assumption of the existing Indebtedness as reasonably requested of the Company in writing by Parent or the Debt Financing Sources at least ten (other than, 10) Business Days prior to the Closing Date, (ix) executing and delivering definitive documents and closing certificates relating to the Debt Financing as may be reasonably requested by Parent and as are customarily required to be delivered under such definitive financing documentation for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations financings of the Company type contemplated by the Debt Commitment Letter, and (x) taking all corporate or company action, subject to the occurrence of the Closing, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing, including any of its Subsidiarieshigh yield financing, cause any representation or warranty of Company in this Agreement and to permit the proceeds thereof, to be breached or cause any condition made available at the Closing Date to this Agreement to fail to be satisfiedconsummate the transactions contemplated hereunder.

Financing Cooperation. Until (a) Prior to the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to Article VIIIin accordance with its terms, the Company shall, to the extent Parent may reasonably request, use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective officers and employees to, and shall instruct its and their respective Representatives to, use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationin each case, at Parent’s sole cost expense in accordance with Section 5.17(b), to Parent such cooperation as is reasonable and expensecustomary and reasonably requested in writing by Parent in connection with consummation of the debt financing consummated or anticipated to be consummated by Parent in connection with the transactions contemplated hereunder (any such debt financing, a “Debt Financing”), including, without limitation: (i) cooperating in the preparation of any customary confidential information memorandum or similar customary marketing documents and the negotiation, execution and delivery of any definitive financing documents (including any loan agreement, pledge and security documents, and related deliverables (including any schedules and exhibits thereto)) as may be reasonably requested by Parent; (ii) making senior management of the Company reasonably available at mutually agreeable reasonable times, with reasonable advance notice, for participation in conference calls and/or lender meetings (limited, in the case of lender meetings to no more than two (2) meetings) and a reasonable and limited number of due diligence sessions, drafting sessions and, to the extent required by the Debt Financing, sessions with ratings agencies; (iii) solely with respect to financial information and data derived from the Company’s and its Subsidiaries’ books and records, cooperating and assisting Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness preparation of customary pro forma financial statements reflecting the consummation of the Company or any relevant transactions contemplated hereby to the extent customary to be included in marketing materials in connection with the Debt Financing; provided, for the avoidance of its Subsidiariesdoubt, including (a) reasonably promptly furnishing any pertinent and customary information regarding that the Company and its Subsidiaries as may shall not be obligated to provide pro forma financial statements or any information regarding any post-Closing or pro forma cost savings, synergies, capitalization or ownership; (iv) ensuring that the chief financial officer or similar officer of the Company executes, (A) prior to the Closing, customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders containing a customary “10b-5 representation” and identifying any portion of such information that constitutes material, nonpublic information regarding the Company; provided that any such information distributed in connection with the foregoing shall contain customary language which shall exculpate the Company and its Subsidiaries with respect to any liability related to the unauthorized use or misuse of the contents of such information or related marketing materials by the recipients thereof and (B) a customary solvency certificate in the form and substance reasonably satisfactory to Parent; (v) facilitating the pledging of collateral and the perfection of the applicable security interests; (vi) furnishing Parent and the Debt Financing Sources promptly, and in any event no later than three (3) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” provisions of anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent in writing at least nine (9) Business Days prior to the Closing Date; (vii) causing the taking of corporate and other actions by the Company that are reasonably necessary to permit the consummation of the Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Parent as of the Closing; it being understood and agreed that (A) no such corporate or other action will 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 who retain their respective positions as of the Closing; (viii) consenting to the reasonable use of the logos of the Company in connection with the Debt Financing in a manner that is customary for financing transactions of the type; it being understood that such logos will not be used in a manner that is intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company; (ix) to the extent the syndication efforts in respect of the Debt Financing would benefit from the existing lending relationships of the Company, provide such support reasonably requested by Parent to achieve such benefits; and (x) at the reasonable request of Parent, and subject to the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed (and for clarity, any action by the Company acting in good faith and upon the advice of legal counsel shall not be deemed unreasonable)), using commercially reasonable efforts to (A) file with the SEC or any securities exchange and (B) post on Debtdomain, IntraLinks, SyndTrak Online or similar electronic means, disclosing information identified by Parent relating to the existing Indebtedness Company and its Subsidiaries for purposes of permitting such information to be included in any bank information memoranda or other customary marketing materials to be provided to potential debt investors who do not wish to receive material nonpublic information with respect to any of the Company, its Subsidiaries or any of their respective securities; provided, that nothing in this Agreement shall require such cooperation to the extent it would, in the Company’s reasonable judgment, (i) materially interfere with the business or operations of the Company and its Subsidiaries (it being understood and agreed that the actions specified in clauses (i) through (x) of this Section 5.17(a), giving effect to all reasonable and customary qualifiers and other limitations expressly set forth therein, do not interfere with the business or operations of the Company and/or its Subsidiaries), (ii) cause any representation or warranty in this Agreement to be breached or (iii) cause any condition in this Agreement to be failed to be satisfied; provided, further, that notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall (1) be required to bear any cost or expense, pay any fee or incur any liability unless and until the Closing occurs, (2) other than with respect to the authorization letters contemplated in clause (iv) above, (a) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing, unless and until the Closing occurs or (b) execute or deliver any definitive financing documents, including any credit or other agreements, pledge or security documents or other certificates, legal opinions or documents, in connection with the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date, (3) be required to take any corporate or similar actions prior to the Closing to permit the consummation of the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date, (4) be required to provide or prepare any financial and operating data with respect to the Company and its Subsidiaries that is not prepared by the Company in the ordinary course of business and available to the Company or (5) be required to deliver or cause the delivery of (x) any legal opinions or accountants’ comfort letters or (y) reliance letters or any certificate as to solvency or any other certificate necessary for the Debt Financing that, in the case of this clause (y), is not contingent upon the Closing or that would be effective prior to the Closing Date. If Closing does not occur, Parent shall indemnify and hold harmless the Company and its Subsidiaries, and their respective officers, employees and other Affiliates, from and against any loss, liability, damages, cost or expense (including reasonable legal fees and expenses) (collectively, “Losses”) incurred by any of them in connection with the arrangement of the Debt Financing and the utilization of any information in connection therewith, except to the extent such Losses arise out of or result from (A) any material inaccuracy in any information provided by or on behalf of the Company and/or any of its Subsidiaries or (B) the gross negligence, fraud or willful misconduct or intentional misrepresentation or intentional breach of this Agreement by the Company and/or any of its Subsidiaries or any of it or their respective Affiliates. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, Parent shall be permitted to share information related to the Company with rating agencies and prospective lenders and financing sources, subject to the entry thereof into customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary confidential information memorandum. Neither the Company nor any of its Subsidiaries or Representatives shall be required to take or permit the taking of any action pursuant to this Section 5.17 that would (i) reasonably be expected to cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (including using commercially reasonable efforts ii) reasonably be expected to ensure that lenders and/or holders of conflict with the existing Indebtedness organizational documents of the Company or any of its Subsidiaries and or any Laws, (iii) reasonably be 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 the Company or any of its Subsidiaries is a party, (iv) require the Company or any of its Subsidiaries or any of their advisors and consultants shall have sufficient Representatives to provide access to or disclose information that the Company and or any of its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness reasonably determines could jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Subsidiaries or (in each case which shall be telephonic or virtual meetings or sessions, as circumstances requirev) and (ii) with require the delivery of any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption opinion of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of counsel representing the Company or any of its Subsidiaries; provided, cause that in the event that the Company or any representation of its Subsidiaries or warranty any of their Representatives do not provide access or information in reliance on clause (iv), the Company will use commercially reasonable efforts to notify Parent that such information is being withheld on such basis (but solely if providing such notice would not violate any confidentiality obligation). (b) If Closing does not occur, Parent shall reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with its compliance with this Section 5.17, promptly upon receipt of the Company’s written request therefor. (c) Notwithstanding anything to the contrary in this Agreement, any failure by the Company to comply with its obligations under this Section 5.17 shall be disregarded for purposes of determining whether the condition set forth in Section 6.3(b) has been satisfied, and no such failure shall be deemed to constitute a breach of this Agreement to be breached for purposes of such condition. (d) ▇▇▇▇▇▇ and Merger Sub acknowledge and agree that obtaining any Debt Financing (or cause any alternative financing), or the consummation of any transaction or issuance in connection therewith, is not a condition to this Agreement the Closing, and Parent and Merger Sub each reaffirm their respective obligations to fail consummate the transactions contemplated hereby irrespective and independently of the availability of any Debt Financing (or any alternative financing), subject only to be satisfiedthe satisfaction of the conditions set forth in Section 6.1 and Section 6.3.

Financing Cooperation. Until (a) During the period from the date of this Agreement and continuing until the earlier of (x) the Closing and (y) the termination of this Agreement pursuant to Article VIIIin accordance with its terms, the Company shall agrees to use commercially reasonable best efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives officers who will be officers of the Company and its Subsidiaries after the Closing (the “Continuing Officers”), any other officer, employees and advisors to use reasonable best efforts to provide, such cooperation, at ParentPurchaser’s sole cost and expense, all reasonable and customary cooperation as may be reasonably requested by Parent Purchaser to assist Purchaser in connection with consummating the Debt Financing. Without limiting the generality of the foregoing, such reasonable best efforts shall include: (i) upon reasonable notice, participating, at reasonable times and locations, as jointly determined by Purchaser and the Company, in a reasonable number of customary meetings and presentations with any evaluation or analysis of, or diligence prospective lenders (but not more than one general “bank meeting”); (ii) assisting Parent with its preparation of materials for bank information memoranda and similar documents reasonably necessary in connection with the Debt Financing (but solely with respect toto information relating to the Company and its Subsidiaries); (iii) at least three (3) Business Days prior to the Closing Date, provide all documentation and other information with respect to the Company and the Company Subsidiaries that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, as amended, and the requirements of 31 C.F.R. §1010.230 and that has been requested of the Company in writing by or on behalf of Purchaser at least ten (10) Business Days prior to the Closing Date; (iv) assisting in the preparation of customary definitive loan and security documentation (including, to the extent reasonably requested by Parent, (x) the completion of schedules thereto and a customary perfection certificate and (y) a customary certificate from the chief financial officer or other similar officer of one or more of the Company with respect to solvency matters as of the Closing); provided that, notwithstanding the foregoing (for the avoidance of doubt), no such documents executed and delivered by such officers shall be effective until after (or substantially concurrently with) the Closing; (v) cooperating in connection with obtaining customary payoff letters and release documentation in respect of any existing debt and, effective as of the Closing Date, the existing Indebtedness replacement (or backstopping) by Purchaser of any outstanding letter of credit maintained or provided for the account of the Company or any of its Subsidiaries; and (vi) to the extent required by the Debt Commitment Letter; reasonably assisting in facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing. (b) During the period from the date of this Agreement and continuing until the earlier of (x) the Closing and (y) the termination of this Agreement in accordance with its terms, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company agrees to use commercially reasonable efforts to, and shall cause its Subsidiaries and the Continuing Officers, any other officer, employees and advisors to use commercially reasonable efforts to, at Purchaser’s sole expense: (i) cooperate with the reasonable due diligence requests of any Debt Financing Source and provide reasonable access to documents and other information in connection with customary due diligence investigations; and (ii) provide such other assistance as may be reasonably requested by Parent relating Purchaser or any Debt Financing Source to satisfy any requirements necessary to satisfy the conditions to obtaining the Debt Financing. (c) Notwithstanding anything in this Section 6.16 to the contrary, the Company shall not be required to provide, or cause any Subsidiary or its or such Subsidiary’s employees (including Continuing Officers) or advisors to provide, cooperation under this Section 6.16 that, individually or in the aggregate, that would, or would reasonably be expected to directly or indirectly: (i) unreasonably interfere with the business, normal operations or employee relations of Seller, the Company or any of its Subsidiaries; (ii) cause any covenant, representation or warranty in this Agreement to be breached; (iii) require the Company, any Subsidiary thereof or any of their respective Representatives to take any action that would or would reasonably be expected to (A) subject such Person to any actual or potential liability, (B) violate or result in a default or breach under the Seller’s organizational documents, the Company Organizational Documents or the Company Subsidiary Organizational Documents, any Legal Requirement, this Agreement or material binding agreements, (C) cause any condition to the consummation of the Closing set forth in Section 7 not to be satisfied; (iv) require the Company, any Subsidiary thereof or any of their respective Representatives to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability of any kind or provide or agree to provide any indemnity in connection with the Debt Financing; (v) prior to the Closing Date, require payment of any commitment or other similar fee or incur any other expense, liability or obligation or make any other payment or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing; (vi) require (A) any of Seller, the Company, their respective Subsidiaries or their respective directors, officers or employees to execute prior, deliver or enter into, or perform any agreement, document or instrument, including any Definitive Debt Financing Agreement, with respect to the Debt Financing and or (B) the directors and managers of the Company or the Company’s Subsidiaries to adopt resolutions approving or ratifying any agreements, instruments, certificates or other documents with respect to the Debt Financing; (vii) require provision of access to or disclosure of any information that the Seller or the Company reasonably determines (A) would or would reasonably be expected to jeopardize any attorney-client privilege or other applicable privilege or protection of Seller, the Company or any of their respective Subsidiaries or (B) relates to information or materials that relate to the proposed sale of the business of the Company or the negotiation, execution and delivery of this Agreement; (viii) require the Company or any Subsidiary thereof to arrange any legal opinion or other opinion of counsel; (ix) require the Company or any Subsidiary thereof to provide any information that is prohibited or restricted by Legal Requirements; (x) require the Company, any Subsidiary thereof or any of their respective Representatives to deliver any certificate that it reasonably believes in good faith contains any untrue certifications; (xi) require the Company, any Subsidiary thereof or any of their respective Representatives to waive or amend any term of this Agreement; (xii) require the Company, any Subsidiary thereof or any of their respective Representatives to provide any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments, or prepare any pro forma financial statements or other post-Closing financial information; or (xiii) require the Company, any Subsidiary thereof or any of their respective Representatives to provide any financial or other information that is not currently readily available thereto on the date hereof or prepared in the ordinary course of business at the time requested by Purchaser or obtain a review of any financial or other information by its accountants or advisors. (d) Each of Seller and the Company hereby consents to the use of its, the Company’s and the Company Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that does not violate any existing Indebtedness contractual obligation of such person and is not intended to, nor reasonably likely to, harm or disparage Seller, the Company or their respective Subsidiaries in any respect. (e) Notwithstanding anything to the contrary in this Section 6.16 or otherwise in this Agreement: (i) for all purposes of this Agreement, including, without limitation for purposes of determining satisfaction of the conditions set forth in Section 7.1(b)(i)(B), the Company and its Subsidiaries shall be deemed to have performed and complied with in all material respects their agreements, covenants and obligations under this Section 6.16 unless the Company has caused a Willful and Material Breach of such agreements, covenants or obligations and such Willful and Material Breach is the proximate cause of Purchaser’s failure to obtain the Debt Financing; (ii) none of the Seller’s Representative, the Sellers, the Company or any of its Subsidiaries or their respective Affiliates or any of their respective Representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or obligation, make any other payment or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under Section 6.16 or any information utilized in connection therewith; and (iii) for the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.16 represent the sole obligation of the Sellers’ Representative, the Sellers, the Company and its Subsidiaries and their respective Affiliates and any Representatives of any of the foregoing with respect to cooperation in connection with the arrangement and consummation of the Debt Financing. (f) Parent and Purchaser shall indemnify, defend and hold harmless the Sellers’ Representative, the Sellers, the Company and each of its Subsidiaries and their respective Affiliates and all Representatives of any of the foregoing (collectively, the “Financing Indemnitees”) from and against any and all fees, costs and expenses (including legal and accounting fees and expenses), judgments, fines, claims, losses, penalties, damages, interest, awards and Liabilities directly or indirectly suffered or incurred by them in connection with the Debt Financing and the performance of their respective obligations under this Section 6.16. Section 6.16 and any information utilized in connection therewith. Parent shall, promptly on request, reimburse or pay any Financing Indemnitee for all reasonable and documented out-of-pocket costs and expenses incurred by such Persons in connection with the Debt Financing or their performance of their respective obligations under Section 6.16. Parent shall ensure that any and all information provided to the Debt Financing Sources under this Agreement shall be subject to the Confidentiality Agreement, and shall indemnify, defend and hold harmless the Financing Indemnitees from and against any and all fees, costs and expenses (including legal and accounting fees and expenses), judgments, fines, claims, losses, penalties, damages, interest, awards and Liabilities directly or indirectly suffered or incurred by them as a result of a breach thereof by any Debt Financing Source. This Section 6.16(f) shall survive the Closing and any termination of this Agreement, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns, who are each third party beneficiaries of this Section 6.16(f), and shall be binding on all successors and assigns of Parent and Purchaser. Any fees, costs or expenses incurred by any of the Company or any of its Subsidiaries or any of their respective Representatives in connection with the performance of their obligations under this Section 6.16 may, at the Sellers’ Representative’s election, be added to the Total Closing Date Payment if the Transactions are consummated. (including using commercially reasonable efforts g) Notwithstanding anything to ensure that lenders and/or holders of the existing Indebtedness of contrary, nothing in this Section 6.16 shall oblige the Company or the Company Subsidiaries to undertake any of its Subsidiaries and their advisors and consultants shall have sufficient access actions prior to the Company and its Subsidiaries and its and their respective Representatives) and Closing Date (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of including the existing Indebtedness of the Company or entry into any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case definitive financing documents with respect to the assumption Debt Financing (including any guarantees, pledge agreements, security agreements, other security documents and other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing)) that would constitute ‘financial assistance’ within the meaning of section 260A of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedCorporations Act.

Financing Cooperation. Until Each Seller shall and shall cause each Company to provide and will cause the earlier appropriate officers and employees of the Closing Companies to provide, at Buyer's expense, reasonable cooperation in connection with the arrangement and consummation of the termination Financing in connection with the Transactions, which cooperation shall include (a) participating in a reasonable number of this Agreement pursuant to Article VIIImeetings, lender presentations, road shows, drafting sessions, due diligence sessions, drafting sessions, and session with prospective lenders and rating agencies in connection with the Company shall use commercially Financing, (b) providing information reasonably necessary in connection with the preparation of customary offering documents and materials, including private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials, connection with the Financing, (c) using reasonable efforts to provideobtain such consents, approvals, authorizations and shall cause instruments which may be reasonably requested by Buyer's Parent in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge and landlord consents, waivers and access agreements, (d) reasonably cooperating with the marketing efforts of Buyer's Parent and its Subsidiaries financing sources for any debt to be raised to complete the Transactions, (e) facilitating the pledging of collateral and use commercially reasonable efforts perfection of liens (which would be effective only at or after the Closing), (f) permitting officers and directors of the Companies who will be officers or directors of the Companies after the Closing Date to cause its execute and their respective Representatives to providedeliver any pledge and security documents, such cooperationother definitive financing documents, at Parent’s sole cost and expenseresolutions, written consents or other certificates or documents as may be reasonably requested by Buyer's Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness including a certificate of the Company chief executive officer or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness chief financial officer of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case Companies with respect to solvency matters; provided, however, that no obligation of any Company under any such certificate, document or instrument to which any of Company is a party shall be effective until the assumption Closing Date and none of Sellers or their Affiliates (other than the Companies) shall have any obligations in connection therewith after Closing, (g) using reasonable commercial efforts to cooperate by providing information necessary for negotiation of Buyer's Parent of definitive financing documentation and any other document required in connection therewith and (h) otherwise reasonably cooperating with Buyer's Parent and Buyer in satisfying the conditions precedent set forth in the Financing or any definitive document related to the Financing, to the extent within the control of Sellers provided that the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the existing Indebtedness of the Company by Parent (other than, for Closing. For the avoidance of doubt, and notwithstanding anything herein to the Company Credit Facilitiescontrary, in no event shall Buyer's obtaining any Financing be a condition of Buyer's obligation to consummate the Transactions or otherwise have any effect on Sellers' rights hereunder (including Sellers' rights pursuant to Section 10.03(a). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied).

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant (a) Subject to Article VIIISection 6.10(a), the Company shall use commercially reasonable efforts to provide, and shall cause its the Company Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationto, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Financing as may be reasonably requested by Parent in connection Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or the Company Subsidiaries. Such cooperation by the Company and the Company Subsidiaries shall include, at the reasonable request of Parent, (i) with any evaluation or analysis ofsubject to the other limitations in this Section 6.11, or diligence agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the Persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Effective Time), (ii) subject to Section 6.02, (1) providing to the Lenders and other prospective lenders with respect toto the Debt Financing financial and other information in the Company’s possession regarding the Company and the Company Subsidiaries in order to consummate the Debt Financing, (2) making the existing Indebtedness Company’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter, (3) providing reasonable assistance to Parent and the Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and similar customary documents reasonably required in connection with the Debt Financing, (4) participating in a reasonable number of presentations, due diligence sessions and sessions with rating agencies, in each case, upon reasonable notice and at mutually agreed times, (5) providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Debt Financing (provided, that the Company will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information and the cooperation by the Company shall relate solely to the financial information and data derived from the Company’s historical books and records), (6) reasonably facilitating the pledging of collateral in connection with the Debt Financing (provided that such pledge will not take effect until the Closing), including delivering original stock certificates and original stock powers (or, if any, similar documents for limited liability companies) to the extent required by the Debt Commitment Letter, (7) providing customary documentation and other information about the Company and the Company Subsidiaries required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, prior to the Closing Date (to the extent requested at least ten (10) calendar days prior to the Closing Date), (8) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letter for any Debt Financing to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Company or any of the Subsidiary Guarantors, and (9) using commercially reasonable efforts to supplement the information covered by this Section 6.11(a) on a current basis if such supplement is reasonably necessary to ensure that such information, taken as a whole and when furnished, does not contain an untrue statement of a material fact or omit to state any material fact necessary to make such information not materially misleading. Notwithstanding anything in this Agreement to the contrary, (1) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to the Closing, (2) no director, manager, officer or employee of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which Subsidiary shall be telephonic required to deliver any certificate or virtual meetings or sessions, as circumstances require) and (ii) with take any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect other action pursuant to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.this

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use commercially its reasonable efforts to cause its and their respective Representatives to provideto, such cooperation, at Parent’s sole cost and expense, as may be provide all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries). Without limiting the generality of the foregoing, such reasonable best efforts in connection any event shall include (i) participating in a reasonable number of meetings (including meetings with prospective Debt Financing Sources), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by the Debt Financing and requested by Parent, using reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time, (iii) furnishing Parent and the Debt Financing Sources as promptly as reasonably practicable following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested) such financial and other information regarding the Company and its Subsidiaries as is customarily required in connection with the execution of financings of a type similar to the Debt Financing, including the Required Financial Information, (iv) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub 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 and (B) materials for rating agency presentations, (v) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the Definitive Agreements and otherwise as necessary to authorize consummation of the Debt Financing, (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 and (B) a certificate of the chief financial officer of the Company in the form set forth on Annex A to Exhibit C of the Debt Commitment Letter (as in effect on the date hereof) with respect to solvency matters, (vii) if requested by Parent, provide, at least three Business Days prior to the Closing Date, all documentation and other information regarding the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations including the U.S.A. Patriot Act of 2001 to the extent requested by Parent in writing at least nine Business Days prior to the anticipated Closing Date, (viii) assisting reasonably in the preparation, execution and delivery of necessary and customary Definitive Agreements (including one or more credit agreements, security agreements, mortgages and/or guarantees and the schedules and exhibits thereto) in connection with the Debt Financing or other certificates or documents as may reasonably be requested by Parent, in each case, effective as of Closing, and (ix) using commercially reasonable 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. Notwithstanding anything to the contrary contained in this Section 7.14 or otherwise, neither the Company nor any evaluation of its Subsidiaries shall be required to take or analysis permit the taking of any action pursuant to this Section 7.14 that would: (i) require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or any of its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement that is effective prior to the Effective Time, (ii) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any certificate, document, instrument or agreement be effective until the Closing, (iv) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or diligence a default (with respect toor without notice, lapse of time, or both) under, any Contract to which the existing Indebtedness Company or any of its Subsidiaries is a party, (vii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege or other applicable privilege of the Company or any of its Subsidiaries, including (aviii) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of require the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure enter into any instrument or agreement that lenders and/or holders is effective prior to the occurrence of the existing Indebtedness of Closing or that would be effective if the Closing does not occur (other than customary authorization and representation letters) or (ix) require the Company or any of its Subsidiaries to prepare any financial statements or information that (a) are not available to it and their advisors and consultants shall have sufficient access to prepared in the Company and ordinary course of its Subsidiaries and its and their respective Representatives) and financial reporting practice or (b) upon would not be otherwise available to it or capable of being prepared by it without undue burden or otherwise with the use of commercially reasonable notice and at reasonable times and locations, participating efforts. Nothing contained in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of 7.14 or otherwise shall require the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement prior to the Closing, to be breached an issuer or cause other obligor with respect to the Debt Financing. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any condition and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this Agreement Section 7.14 and any information used in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically in connection with its obligations pursuant to fail this Section 7.14), and Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the arrangement of the Debt Financing and any action taken by them pursuant to this Section 7.14. (b) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 7.14 shall be satisfiedkept confidential and otherwise treated in accordance with the Confidentiality Agreements or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreements (which, with respect to the Debt Financing Sources, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter or other customary confidentiality undertakings in the context of customary syndication practices from Debt Financing Sources not party to the Debt Commitment Letter). 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 reasonable and customary and that is not reasonably likely to harm or disparage the Company or its Subsidiaries in any respect.

Financing Cooperation. Until (a) Parent shall use its reasonable best efforts to obtain the earlier Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letter. Parent shall not amend, modify, waive the terms of, or replace, the Commitment Letter or reduce the aggregate amount of the Financing available under the Commitment Letter (other than through the issuance of securities in lieu of the bridge facility contemplated by the Commitment Letter) without the prior written consent of the Company, unless such amendment, modification, waiver or replacement or reduction would not (i) reduce the aggregate amount of the Financing below the amount required to consummate the transactions contemplated by this Agreement (including by changing the amount of fees to be paid or original issue discount of the Financing), except to the extent (A) replacement commitments for indebtedness to be incurred by Parent after the date hereof are then made available in order to consummate the transactions contemplated by this Agreement or (B) the representations set forth in Section 5.24(a) would be true after giving effect to such reduction; provided that the terms and conditions of such replacement commitments (including with respect to conditionality) shall be no less favorable, in the aggregate, to Parent than those contained in the Commitment Letter; or (ii) impose new, additional or more expansive conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Financing, in each case, in a manner that would reasonably be expected to (x) materially delay or prevent the consummation of the transactions contemplated by this Agreement; or (y) adversely impact in any material respect the ability of Parent to consummate the transactions contemplated by this Agreement or enforce its rights under the Commitment Letter; provided, however, that Parent may amend the Commitment Letter without the prior written consent of the Company to add additional financing sources, lenders, lead arrangers, bookrunners, syndication agents or similar entities. References in this Agreement to the Financing shall include the financing contemplated by the Commitment Letter as amended or modified in compliance with this Section 7.19 and references to the Commitment Letter shall include such document as amended or modified in compliance with this Section 7.19. (b) Parent shall use reasonable best efforts to (i) maintain in effect the Commitment Letter until the consummation of the transactions contemplated by this Agreement, other than any reduction in the amount of the Financing available under the Commitment Letter through the issuance of securities in lieu of the bridge facility contemplated by the Commitment Letter; (ii) satisfy on a timely basis all conditions within the control of Parent to obtaining the Financing, including delivery of all information required by items 4 and 10 of Exhibit C of the Commitment Letter, and (iii) negotiate and enter into definitive agreements with respect to the Financing (“Financing Agreements”) on the terms and conditions contained in the Commitment Letter (including any “market flex” provisions related thereto). Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing and shall give the Company notice of any material change with respect to such Financing as promptly as practicable. Parent shall give the Company reasonably prompt notice of (A) any material breach by any party to the Commitment Letter of which Parent becomes aware to the extent such breach would reasonably be expected to impair or materially delay the Closing or result in insufficient financing to consummate the transactions contemplated by this Agreement; and (B) any termination of the termination Commitment Letter (or the Financing Documents) or the receipt of any notice of termination, breach or default under the Commitment Letter (or the Financing Documents). In the event that all conditions in the Commitment Letter have been satisfied or, upon funding will be satisfied, and Parent is otherwise required under the terms of this Agreement pursuant to Article VIIIconsummate the Merger, Parent shall use reasonable best efforts to (1) consummate the Financing and (2) enforce its rights under the Commitment Letter (or the Financing Documents); provided that, notwithstanding anything to the contrary herein, Parent shall have no obligation hereunder to threaten or initiate any Action against any of the Financing Sources or any other party to the Commitment Letter or to the Financing Agreements. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent shall use reasonable best efforts to arrange and obtain alternative debt financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement (the “Alternative Financing”); provided that the terms and conditions of such Alternative Financing (including with respect to conditionality, structure, covenants and pricing) shall be no less favorable, in the aggregate, to Parent than those contained in the Commitment Letter. For the purposes of this Agreement, (x) the term “Commitment Letter” shall be deemed to include any commitment letter or similar agreement with respect to any Alternative Financing arranged in compliance with this Section 7.19 (and any Commitment Letter remaining in effect at the time in question); and (y) the term “Financing Agreements” shall also be deemed to include any definitive agreements with respect to the Alternative Financing arranged in compliance with this Section 7.19 (and any Financing Agreements remaining in effect at the time in question). (c) Prior to the Closing, the Company shall use commercially reasonable efforts to provideshall, and shall use reasonable best efforts to cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to, provide to provide, such cooperation, at Parent’s sole cost and expense, as may be Parent all cooperation reasonably requested by Parent in connection (i) with any evaluation or analysis ofthe arrangement, or diligence with respect tomarketing and consummation of the Financing or, if applicable, the existing Indebtedness Alternative Financing (provided, however, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including using reasonable best efforts to: (ai) reasonably promptly furnishing any deliver to Parent financial and other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating and that is customarily required for the Financing or, if applicable, the Alternative Financing, including (A) the financial statements, business and other financial data expressly referred to in the Commitment Letter and (B) such information as to enable Parent to prepare any required pro forma financial statements; (ii) to the existing Indebtedness extent customarily required for the Financing or, if applicable, the Alternative Financing, make appropriate officers available to participate upon reasonable notice in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies at times and locations to be mutually agreed; (iii) provide reasonable assistance to Parent in the preparation of customary offering documents, including confidential information memoranda, prospectuses, private placement memoranda, offering memoranda and bank confidential information memoranda and road show materials, rating agency materials and other similar documents necessary in connection with the Financing or, if applicable, the Alternative Financing, and provide reasonable and customary authorization letters related thereto; (iv) if requested in writing by a Financing Source, furnish to such Financing Source all information regarding the Company and its Subsidiaries that is required in connection with the Financing or, if applicable, the Alternative Financing, by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent reasonably requested at least ten (10) Business Days prior to the Closing Date; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) assist Parent in obtaining (A) customary releases and consents (including consents with respect to inclusion of the Company’s financial statements and any audit opinions in respect thereof required to be included in any prospectus or offering memorandum or similar documents for any portion of the Financing or, if applicable, the Alternative Financing) and (B) customary comfort letters of the Company’s current and former independent accountants (including “negative assurance” comfort), including by executing and delivering any customary representation letters to the accountants in connection therewith and subject to the completion by such accountants of customary procedures related thereto; (vii) assist Parent in obtaining customary legal opinions related to the Company required to be obtained in connection with the Financing or, if applicable, the Alternative Financing; and (viii) obtain and, if applicable, execute customary payoff letters and execute customary certificates as may be reasonably requested by Parent as necessary in connection with the Financing or, if applicable, the Alternative Financing (provided, however, that (A) any such certificates will not be executed except in connection with the pricing or closing of any Financing or, if applicable, any Alternative Financing, and (B) no personal liability will be imposed on the officers or employees involved with such certificates). Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or any of their respective Representatives (1) to take any action that would reasonably be expected to conflict with or violate the certificate of incorporation or bylaws of the Company or any of the provisions of the certificate of incorporation or bylaws (or equivalent organizational documents) of a Subsidiary of the Company or any Law or result in the breach of any contract if the consequences of the breach of such Law or contract would be material to the business or operations of the Company and its Subsidiaries, taken as a whole, (2) to pay any commitment or similar fee or reimburse any expenses incurred by Parent in connection with the Financing or, if applicable, the Alternative Financing, (3) to execute and deliver any definitive agreements with respect to the Financing prior to the Closing Date (other than any definitive agreements that are executed and delivered in escrow pending the occurrence of the Closing or effective as of the Closing) or incur any liability that is not contingent on the occurrence of the Closing Date or (4) to take any action in its capacity as a shareholder, member, partner or member of the board of directors of any of the Company or its Subsidiaries to authorize or approve the Financing; provided, however, that the foregoing clauses (3) and (4) of this sentence and clause (A) of the proviso in the immediately preceding sentence shall not apply to customary resolutions, representation letters, officer’s certificates, supplemental indentures (which do not result in the creation or assumption of any additional obligations by the Company or any of its Subsidiaries prior to the Effective Time) and similar documents required to be executed in connection with the closing of a debt financing into escrow on customary terms so long as such documents are not released from escrow or become effective prior to the Closing Date. The Company consents to the reasonable use of 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, or reasonably likely, to harm or disparage the Company or the reputation or goodwill of the Company or any of its Affiliates. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 7.19, and indemnify the Company for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by the Company or any of its Subsidiaries arising therefrom, in each case other than to the extent any of the foregoing (x) arises from the bad faith, gross negligence or intentional misconduct of, or material breach of this Agreement by, the Company or any of its Subsidiaries or (y) arises from or relates to information provided by or on behalf of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders for use in connection with the Financing or, if applicable, the Alternative Financing. None of the existing Indebtedness 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 or any of its Subsidiaries at the express request of Parent set forth in this Section 7.19. Each of Parent and their advisors Merger Sub acknowledges and consultants shall have sufficient access to agrees that in no event will the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders availability of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect Financing constitute a condition precedent to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedClosing.

Financing Cooperation. Until (a) From the date hereof until the Closing (or the earlier of the Closing and the termination of this Agreement pursuant to Article VIII8), subject to the limitations set forth in this Section 6.17, and unless otherwise agreed in writing by Parent, the Company shall use commercially reasonable efforts to providewill, and shall will cause its Subsidiaries to, and use commercially reasonable efforts to will cause its and their respective Representatives Affiliates, employees, directors, officers, agents and other representatives to, use reasonable best efforts to provide, such cooperation, at cooperate with Parent in a timely manner as reasonably requested by Parent in connection with Parent’s sole cost arrangement of the Debt Financing (it being agreed that, solely for purposes of this Section 6.17 and expensethe use of the term Debt Financing Source in this Section 6.17, “Debt Financing” shall include any Substitute Financing and any alternative equity or debt financings (i) all or a portion of which will be used to fund the Aggregate Merger Consideration or (ii) which is intended to fund the operations of the Company after the Closing). Such cooperation will include using reasonable best efforts to: (i) cooperate with the marketing efforts of Parent and the Debt Financing Sources for all or any part of the Debt Financing, including making appropriate officers reasonably available, with appropriate advance notice, for participation in lender or investor meetings, due diligence sessions, meetings with ratings agencies and 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 Debt Financing Source, in each case, with respect to information relating to the Company and its Subsidiaries in connection with such marketing efforts; (ii) furnish Parent and the Debt Financing Sources with the Required Financial Information and any other financial and other pertinent information with respect to the Company and its Subsidiaries as is reasonably requested by Parent or any Debt Financing Source and is customarily (A) required for the marketing, arrangement, extension and syndication of financings similar to the Debt Financing or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the Debt Financing; (iii) 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) or in connection with a customary offering of securities, including the type described in the Debt Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the marketing and syndication of the 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 offering of securities of the type contemplated by the Debt Financing; (iv) provide customary authorization and representation letters related to the Debt Financing and obtaining or providing certificates as are customary in financings of such type and other customary documents (other than legal opinions and reliance letters) relating to the Debt Financing as reasonably requested by Parent; (v) furnish all documentation and other information required by a Governmental Authority or any Debt Financing Source under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), and/or the requirements of 31 C.F.R. § 1010.230 at least five Business Days prior to the anticipated Closing Date to the extent reasonably requested by ▇▇▇▇▇▇; (vi) assist Parent in obtaining any credit ratings from rating agencies contemplated by the Debt Letters; (vii) obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Debt Financing; (iviii) with take all reasonable and customary organizational action, subject to the occurrence of the Closing, reasonably requested by ▇▇▇▇▇▇ and necessary to permit and/or authorize the consummation of the Debt Financing; (ix) execute and deliver any evaluation customary credit agreements, pledge and security documents, guarantees and other definitive financing documents, and any customary closing certificates and documents (other than legal opinions and reliance letters) as may be reasonably requested by ▇▇▇▇▇▇, assist in the negotiation of any such agreements and other documents, and take such action as may be reasonably requested by ▇▇▇▇▇▇ and the Debt Financing Sources to facilitate the attachment or analysis of, or diligence with respect to, perfection of the existing Indebtedness Debt Financing Sources’ security interest in the collateral securing the Debt Financing in each case to the extent within the control of the Company or and its Subsidiaries and reasonably requested by Parent to facilitate the satisfaction of conditions precedent to obtaining the Debt Financing; provided that, any obligations contained in all such agreements and documents shall be subject to the occurrence of its Subsidiariesthe Closing and shall be effective no earlier than the Closing Date; (x) facilitate the obtaining of payoff letters, releases of guarantees and lien terminations (including (awith respect to the Company Existing Credit Facility) as reasonably promptly furnishing any pertinent requested by Parent and customary for financings similar to the Debt Financing; and (xi) deliver to Parent such information regarding with respect to the Company and its Subsidiaries as may is reasonably available and customary or required for the completion or delivery of schedules and opinions in connection with the Debt Financing; provided, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters, (2) any certificate as to solvency or any other certificate necessary for the Debt Financing, other than as contemplated by Section 6.17(a)(iv) and Section 6.17(a)(ix); provided that any such certificate shall be reasonably requested by Parent relating subject to the existing Indebtedness occurrence of the Company Closing and shall be effective no earlier than the Closing Date, (3) any pro forma financials or (4) any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of other financial information in a form not customarily prepared by the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access with respect to the Company and its Subsidiaries and its and their respective Representatives) and such period. (b) upon reasonable notice and at reasonable times and locations, participating Notwithstanding anything to the contrary contained in meetings and presentations with lenders and/or holders of this Agreement (including this Section 6.17): (i) nothing in this Agreement (including this Section 6.17) shall require any such cooperation to the existing Indebtedness of extent that it would (1) require the Company to pay any commitment or other fees, reimburse any of its Subsidiaries (in each case which shall be telephonic expenses or virtual meetings otherwise incur any liabilities or sessions, as circumstances require) and (ii) with give any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect indemnities prior to the assumption of the existing Indebtedness of the Company by Parent Closing, (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not 2) unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries, cause (3) require the Company or any of its Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing, (4) result in any conflict with the Company Certificate, the Company Bylaws or the governing documents of any of the Company’s Subsidiaries, (5) reasonably be expected to result in a material violation or breach of, or a material default (with or without notice, lapse of time or both) under, any material Contract to which the Company or any of its Subsidiaries is a party, including this Agreement, (6) reasonably be expected to result in a violation of Applicable Law (including with respect to privacy of employees) or (7) reasonably be expected to threaten the loss of any attorney-client privilege or other applicable legal privilege; and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company or any of its Subsidiaries or their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary authorization and representation letters) shall be effective until the Closing. The Company hereby consents to the use of its logos in connection with the Debt Financing in a form and manner mutually agreed with the Company; provided, that such logos are used solely in a manner that is not intended, or warranty reasonably likely, to harm or disparage the Company or the reputation or goodwill of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedof 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 AND DOCUMENTED FEES AND EXPENSES OF COUNSEL AND ACCOUNTANTS) INCURRED BY THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS OR THEIR REPRESENTATIVES IN CONNECTION WITH ANY COOPERATION CONTEMPLATED BY THIS SECTION 6.17 AND (II) INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES AND ITS AND THEIR REPRESENTATIVES AGAINST ANY CLAIM, LOSS, DAMAGE, INJURY, LIABILITY, JUDGMENT, AWARD, PENALTY, FINE, COST (INCLUDING COST OF INVESTIGATION), EXPENSE (INCLUDING REASONABLE AND DOCUMENTED FEES AND EXPENSES OF COUNSEL AND ACCOUNTANTS) OR SETTLEMENT PAYMENT INCURRED AS A RESULT OF, OR IN CONNECTION WITH, SUCH COOPERATION OR THE DEBT FINANCING AND ANY INFORMATION USED IN CONNECTION THEREWITH 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, BAD FAITH OR WILLFUL MISCONDUCT OF THE COMPANY OR ANY OF ITS REPRESENTATIVES AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.

Financing Cooperation. Until Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall shall, at Parent’s sole expense, use commercially its reasonable efforts to providebest efforts, and shall cause use its Subsidiaries and use commercially reasonable best efforts to cause its and their its Subsidiaries’ respective Representatives Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, to provideprovide to Parent all cooperation as is customary and reasonably requested by Parent, such cooperationin connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Commitment Letters, including, without limitation, to (a) cause the senior management of the Company to participate at Parent’s sole cost reasonable times in a commercially reasonable number of meetings, drafting sessions, presentations, road shows, and expenserating agency and other due diligence sessions, in each case, upon reasonable advance notice, (b) furnish Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company as may shall exist and be reasonably requested by Parent in connection (provided, that, for the avoidance of doubt, the Company shall not be required to provide, and Parent shall be solely responsible for, (i) with the preparation of any evaluation pro forma financial information, including pro forma cost savings, synergies, capitalization or analysis ofother pro forma adjustments desired to be incorporated into any pro forma financial information, (ii) any description of all or diligence with respect to, the existing Indebtedness any component of the Company Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of its Subsidiariesnotes,” or (iii) projections, including risk factors or other forward-looking statements relating to all or any component of the Debt Financing), (ac) reasonably promptly furnishing any pertinent and customary information regarding the Company assist Parent and its Subsidiaries Debt Financing Sources in the preparation of offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents for the Debt Financing (including executing customary authorization letters), (d) cooperate with the marketing efforts of Parent and its Debt Financing Sources for the Debt Financing as may be reasonably requested by Parent relating to the existing Indebtedness Parent, (e) permit officers of the Company or any of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to execute and deliver any documentation in connection with the Debt Financing (subject to the proviso below) including, without limitation, any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including using commercially certification of organizational authorization, organizational documents and good standing certificates) of the Company and its Subsidiaries, and taking corporate action to authorize the borrowing and guarantees of, and to grant liens, security interests and make other pledges in connection with, the Debt Financing, provided that none of the foregoing documents or certificates shall be executed or delivered, and no such corporate actions shall be taken, except in connection with the Closing and the effectiveness thereof shall be conditioned upon, or become operative upon, the occurrence of the Closing, (f) furnish a certificate of a financial officer of the Company with respect to solvency matters in a customary form required to consummate the Debt Financing as of the Closing Date, (g) furnish Parent promptly (and in any event at least five Business Days prior to the Closing Date) with all documentation and other information with respect to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and in each case, to the extent requested by the Debt Financing Sources in writing at least 10 Business Days prior to the Closing Date (including, for the avoidance of doubt, a duly executed W-9 (or other applicable IRS tax form) and beneficial ownership certifications), (h) use reasonable best efforts to ensure cooperate with Parent to satisfy the conditions precedent to the Debt Financing that lenders and/or holders are within the control of the existing Indebtedness Company or its Subsidiaries, including, without limitation, providing evidence of insurance with respect to the Company or its Subsidiaries (i) assist in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) in connection with the Debt Financing, (j) provide company prepared monthly financial statements for the Company and its Subsidiaries within 30 days of each month end, commencing with the month ending April 30, 2022, in form and substance consistent with those monthly financial statements previously provided to Parent, Merger Sub and their respective affiliates (it being understood and agreed that such monthly financial statements shall be provided by the Company to Parent to the extent required by the Debt Commitment Letters notwithstanding any differing standards above, including, without limitation, “reasonable best efforts”); (k) obtain payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all then outstanding indebtedness and any Liens securing such indebtedness that the Debt Commitment Letters require to be paid off, discharged or terminated on the Closing Date and (l) cooperate with Parent’s legal counsel in connection with any information necessary or required in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing as reasonably requested by Parent; provided, in each case, that (i) neither the Company nor any Company Subsidiary shall be required to incur any liability (including the payment of any fees) in connection with the Debt Financing prior to the Closing Date (other than those liabilities that are contingent upon the consummation of the Closing or with respect to customary authorization letters), (ii) the pre-Closing board of directors of the Company (and the equivalent pre-Closing governing body of any Company Subsidiary) shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (iii) neither the Company nor any Company Subsidiary shall be required to execute prior to the Closing Date any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, or documents in connection with the Debt Financing, except the execution of documents that are conditioned on Closing and customary authorization letters, (iv) except as expressly provided above, neither the Company nor any Company Subsidiary shall be required to take any corporate actions prior to the Closing Date to permit the consummation of the Debt Financing, (v) neither the Company nor any Company Subsidiary shall be required to take any action that would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time) under the Company Charter, the Company Bylaws, or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, any applicable Law or any Company Material Contract to which the Company or any Company Subsidiary is a party and (vi) neither the Company nor any Company Subsidiary shall be required to provide any assistance or cooperation that would (1) unreasonably interfere with its respective business operations, (2) cause any representation or warranty in this Agreement made by the Company to be breached, or (3) cause any conditions set forth in Annex A or Article 7 to fail to be satisfied. Except for the representations and warranties of the Company set forth in Article 4 of this Agreement, neither the Company nor any Company Subsidiary shall have any liability to Parent in respect of any financial statements, other financial information, or data or other information provided pursuant to this Section 6.15. Notwithstanding anything to the contrary in this Agreement, the condition set forth in clause (B)(3) of Annex A, as it applies to the Company’s obligations under this Section 6.15, shall be deemed satisfied unless the Company has knowingly, willfully and materially breached its obligations under this Section 6.15 and such breach has been the primary cause of the Debt Financing not being obtained. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (x) 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 and their advisors (y) are used solely in connection with a description of the Company, its business and consultants shall have sufficient access products or the Merger (including in connection with any marketing materials related to the Company and Debt Financing). All non-public or other confidential information provided by the Company, its Subsidiaries or any of their respective Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and its Merger Sub will be permitted to disclose such information to any Debt Financing Sources and other financial institutions and investors that are or may become parties to the Debt Financing (and, in each case, to their respective Representatives) and so long as such Persons (bi) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of agree to be bound by the existing Indebtedness of the Company Confidentiality Agreement as if parties thereto; or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with are otherwise subject to other customary confidentiality undertakings; provided, however, that Parent shall be liable for any required consents from such breaches of the Confidentiality Agreement or agreements with lenders otherwise customary confidentiality undertakings by any Debt Financing Sources and other financial institutions and investors that are or noteholders, or any internal reorganization transactions, in each case with respect may become parties to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedDebt Financing.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially its reasonable best efforts to provideto, and shall cause each of its Subsidiaries to use their reasonable best efforts to, and shall use commercially its reasonable best efforts to cause its and their respective Representatives to provideuse their reasonable best efforts to, such cooperation, at Parent’s sole cost and expense, provide all cooperation that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent in connection (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) with any evaluation participation in a reasonable number of meetings (including customary one-on-one meetings among the Persons acting as lead arrangers or analysis agents for, and prospective lenders and purchasers of, or diligence the financing and senior management and Representatives, with respect toappropriate seniority and expertise, the existing Indebtedness of the Company or any of and its Subsidiaries), including due diligence sessions, lender presentations and “road shows” and sessions with rating agencies, (aii) reasonably promptly assisting with the preparation of materials for rating agency presentations, private placement memoranda, marketing materials and presentations, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing, (iii) furnishing any Parent and its Debt Financing sources with such pertinent and customary information regarding the Company and its Subsidiaries sufficient to create a customary confidential information memorandum, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by the terms of the Debt Commitment Letter, including furnishing Parent and its Financing Sources as may be promptly as reasonably practicable with (A) by a date that is not later than thirty (30) calendar days after the end of any fiscal month following the date hereof that is not a fiscal year end or fiscal quarter end, the unaudited consolidated balance sheet of the Company as of the end of such subsequent monthly period and the related unaudited statements of income and cash flows, (B) by a date that is not later than forty-five (45) calendar days after the end of any fiscal quarter following the date hereof that is not a fiscal year end, the unaudited consolidated balance sheet of the Company as of the end of such subsequent quarterly period and the related unaudited statements of income and cash flows and (C) by a date that is not later than ninety (90) calendar days after the end of any fiscal year, the audited consolidated balance sheet of the Company as of the end of such fiscal year, and the related audited statements of income and cash flows for the year then ended, and the notes and schedules thereto (the information described in clauses (B) and (C), the “Required Information”), (iv) facilitating the pledging of collateral and perfection of security interests (including obtaining customary payoff letters, lien releases and instruments of termination or discharge) as required by the Debt Commitment Letters, including obtaining legal opinions, surveys and title insurance, other certifications and documents reasonably requested by Parent relating the arrangers of the Debt Financing for financings similar to the existing Indebtedness Debt Financing, and cooperating with and assisting Parent in connection with obtaining such items as reasonably requested in writing by Parent, (v) executing and delivering any customary commitment letters, pledge and security documents and any other any customary collateral documents, other definitive financing documents or other requested certificates or documents, including, a customary solvency certificate by the Chief Financial Officer of the Company (provided that (A) none of the letters, agreements, documents and certificates shall be executed and delivered except at the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) none of the Company or any of its Subsidiaries or its Representatives shall be required to pay any commitment or other fee or incur any liability in connection with the Financing prior to the Effective Time and (D) no personal liability shall be imposed on the officers, directors, employees or agents involved) and (vi) using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Debt Financing to the extent within the control of the Company and causing the taking of corporate actions by the Company and its Subsidiaries reasonably necessary to permit the completion of the Debt Financing. (b) Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of attorneys’ fees) incurred and documented by the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 7.05 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives) Representatives from and (b) upon reasonable notice against any and at reasonable times and locationsall losses, participating damages, claims, costs or expenses suffered or incurred by any of them in meetings and presentations connection with lenders and/or holders the arrangement of the existing Indebtedness of Financing and any information used in connection therewith, except with respect to any information provided in writing by the Company or any of its Subsidiaries (specifically for use in each case which connection therewith; provided, however, that Parent shall not be telephonic or virtual meetings or sessions, as circumstances requireobligated to reimburse the Company for any costs and expenses pursuant to this Section 7.05(b) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption extent such costs and expenses exceed $100,000 in the aggregate, and thereafter the Company shall not be obligated to take any action pursuant to Section 7.05(a) to the extent such action would cause the Company to incur any additional out-of-pocket costs and expenses unless Parent agrees to reimburse the Company for such additional costs and expenses. (c) The Company shall promptly provide Parent with an electronic version of the existing Indebtedness trademarks, service marks and corporate logo of the Company by Parent (other than, and its Subsidiaries for use in marketing materials for the avoidance purpose of doubtfacilitating the syndication of the Debt Financing, and hereby consents to the use of the foregoing 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 Credit Facilities). Notwithstanding or its Subsidiaries or their marks or the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations reputation or goodwill of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant Subject to Article VIIISection 6.12(a), the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationsubsidiaries to, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Financing (for purposes of this Section 6.13, including (x) any financing to be issued or incurred in lieu of the bridge facility in the Debt Commitment Letters or pursuant to any flex applicable to the Debt Financing and (y) any alternative financing) as may be reasonably requested by Parent in connection (i) provided that such requested cooperation does not unreasonably interfere with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness ongoing operations of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries subsidiaries). Such cooperation by the Company and its subsidiaries and their representatives shall include, at the reasonable request of Parent, (a) participation in a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions, (b) furnishing Parent and its Representatives with the Required Information, (iii) assisting Parent and its financing sources in the preparation of offering and syndication documents and materials, including rating agency presentations, road show presentations and similar documents and materials, in connection with the Debt Financing (all such documents and materials, collectively, the “Offering Documents”), including providing customary authorization letters related thereto, (iv) facilitating the execution and delivery at the Offer Closing or, if there is no Offer Closing, the Merger Closing, of definitive documents related to the Financing, (v) facilitating the pledging of collateral in connection with the Financing, including executing and delivering any customary collateral documents and other customary certificates and documents as may be reasonably requested by Parent relating to (including a certificate of the existing Indebtedness chief financial officer of the Company or any with respect to solvency matters as of its Subsidiaries the Offer Closing or, if there is no Offer Closing, the Merger Closing as contemplated by the Debt Commitment Letters), and (including v) using commercially reasonable best efforts to ensure that lenders and/or holders obtain customary payoff letters, redemption notices, releases of the existing Indebtedness liens and instruments of the Company termination or discharge and (vi) using its reasonable best efforts to permit any cash and marketable securities of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationssubsidiaries that can, participating in meetings and presentations with lenders and/or holders without violating Laws or incurring material Taxes, reasonably be made available to pay a portion of the existing Indebtedness aggregate purchase price, to be made available for that purpose. The Company hereby consents to the reasonable use of its logos in connection with the Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, their marks and on such other customary terms and conditions as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by shall reasonably impose. Parent (other thanshall, for the avoidance promptly upon termination of doubtthis Agreement, reimburse the Company Credit Facilities). Notwithstanding for all reasonable out-of-pocket expenses and costs incurred in connection with the foregoing, any such requested cooperation Company’s or its affiliates’ obligations under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company 6.13. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiaries shall be breached required to pay any commitment or cause other similar fee or enter into any condition definitive agreement or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to this Agreement to fail to be satisfiedthe Effective Time.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use commercially its reasonable best efforts to cause its and their respective Representatives to to, provide, such cooperation, in each case at Parent’s sole cost and expense, such cooperation as may be is customary and reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness arrangement of the Company or any of its SubsidiariesFinancing (provided, including (a) reasonably promptly furnishing any pertinent and customary information regarding that such requested cooperation does not unreasonably interfere with the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness ongoing operations of the Company or any of its Subsidiaries (it being understood that cooperating in the manner set forth in clauses (i) through (x) below shall be deemed in all cases not to so interfere)), including by: (i) making appropriate senior officers of the Company and its Subsidiaries available, with reasonable advance notice, for participation during normal business hours in a reasonable number of meetings (including meetings with prospective lenders), presentations, road shows, due diligence sessions and sessions with rating agencies upon reasonable advance notice at a mutually agreed time and place; (ii) executing and delivering Definitive Agreements (including one or more credit agreements and related guarantee agreements and the schedules and exhibits thereto) and related certificates and other documents (including a certificate of the chief financial officer of, or person performing similar functions for, the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent, and to the extent required by the Debt Financing, reasonably assist in facilitating the pledging of, and perfection of security interests in, collateral (including, for the avoidance of doubt, providing stock certificates and stock powers with respect to outstanding certificated shares of the Company (if any) and using commercially reasonable efforts to ensure that lenders and/or holders cause the delivery of stock certificates and stock powers with respect to outstanding certificated shares of the Company’s Subsidiaries (if any), in each case, prior to the Closing Date to be held in escrow pending the Closing); provided that (A) no such Definitive Agreement, related certificate or pledge shall be effective until the Effective Time, (B) other than the Authorization Letter, none of the Definitive Agreements, related certificates or pledges shall be executed and/or delivered except in connection with the Closing and (C) no liability shall be imposed on the Company or any of its Subsidiaries or any of their respective directors, officers or employees involved prior to the Closing Date; (iii) furnishing Parent and the Financing Parties as promptly as reasonably practicable with the financial statements of the Company and its consolidated Subsidiaries as required by paragraph 4 in Exhibit C to the Debt Commitment Letter (such financial statements, the “Required Financial Information”) and, as promptly as reasonably practicable following the delivery of a request therefor to the Company by Parent, such financial and other information regarding the Company and its Subsidiaries (including customary and reasonably requested due diligence information) as is reasonably available to the Company at such time and is customarily required in connection with the financings of a type similar to the Debt Financing; (iv) in each case following Parent’s reasonable request, assisting Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing; (v) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its Subsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing; (vi) if requested by Parent, provide, at least three (3) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or any of its subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter) (provided that none of the Company or its Subsidiaries shall be responsible for including in any Beneficial Ownership Certificate information relating to the post-closing ownership of the Company or its Subsidiaries), to the extent requested by Parent in writing at least ten (10) Business Days prior to the Closing Date; (vii) executing and delivering one or more customary authorization letters in connection with the confidential information memoranda as contemplated by the Debt Commitment Letter (the “Authorization Letters”) or otherwise that are customarily required in connection with the financings of a type similar to the Debt Financing; (viii) reasonably cooperating with the marketing and due diligence efforts of Parent and the Financing Parties for any portion of the Debt Financing (provided that any requests made by Parent and the Financing Parties in connection with marketing and due diligence efforts shall be reasonable); (ix) on or prior to the Closing Date, delivering customary payoff letters, in form and in substance reasonably satisfactory to Parent and the Financing Parties party to the Debt Commitment Letter, specifying the aggregate amount required to be paid with respect to the Company’s existing Indebtedness credit facilities under the Amended and Restated Credit Agreement, dated as of December 2, 2020 (the “Credit Agreement”), between the Company and JPMorgan Chase Bank, N.A. (together with such other lien release documentation that may be reasonably required in connection therewith and in form and substance reasonably satisfactory to Parent and the Financing Parties party to the Debt Commitment Letter) and providing for (A) the discharge, upon payment of such amounts, of any obligations, guarantees and liens under the Credit Agreement, (B) the termination of all borrowing commitments under the Credit Agreement and (C) the release, upon payment of such amounts, of all Liens on and other security interests in the properties and assets of the Company and its Subsidiaries securing the obligations under the Credit Agreement at or substantially simultaneously with the Closing; and (x) if requested by Parent, assisting Parent in connection with Parent’s preparation of customary pro forma financial statements; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that would (A) require the Company, its Subsidiaries or any Persons who are directors, officers or employees of the Company or its Subsidiaries to pass any resolution or consent to approve or authorize the consummation of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than any prepayment notices required to be delivered pursuant to the Credit Agreement and the Authorization Letters) that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the Debt Financing prior to the Closing unless promptly reimbursed in accordance with following paragraph, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient to incur any personal liability, (E) conflict with the organizational documents of the Company or its Subsidiaries or any Laws, (F) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (G) provide access to or disclose information that the Company and or any of its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries (or could reasonably be expected to result in each case which shall be telephonic the disclosure of any trade secrets or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of violate confidentiality obligations binding the Company or any of its SubsidiariesSubsidiaries (provided that the Company and its Subsidiaries shall use commercially reasonable efforts to provide such information in a manner which would not jeopardize such privilege, cause disclose such trade secrets or violate such confidentiality obligations), (H) prepare any representation financial statements that are not available to it and prepared in the ordinary course of its financial reporting practice, or warranty (I) result in the Company or any of its Subsidiaries being an issuer or obligor under the Debt Financing prior to the Closing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses incurred by the Company or its Subsidiaries or their respective Representatives (including reasonable and documented fees and expenses of the Company’s legal and financial advisors) in connection with the cooperation contemplated by this Agreement to be breached Section 5.13 and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, judgments, inquiries, fines, costs or cause expenses suffered or incurred by them in connection with the arrangement of the Debt Financing, any condition action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically for use in connection with the Debt Financing), in each case, other than as a result of fraud, bad faith, gross negligence or willful misconduct by such Representatives. (b) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to fail those contained in the Confidentiality Agreement (which, with respect to the Financing Parties, shall be satisfiedsatisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing; provided that Parent and Merger Sub shall ensure that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company’s reputation or goodwill.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant ▇▇▇▇ has agreed to Article VIII, the Company shall use commercially its reasonable best efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its subsidiaries and each of their respective Representatives representatives to provide, such cooperation, at Parent’s sole cost to Celgene and expense, as Purchaser reasonable cooperation that may be reasonably requested by Parent Celgene and Purchaser and that is necessary or customary, proper or advisable in connection with the arrangement of any debt financing undertaken by Celgene in contemplation of the Transactions, including reasonable cooperation, to the extent reasonably requested (ia) to provide material financial and other pertinent information to Celgene, Purchaser and their financing sources, (b) to cooperate with the marketing efforts of Celgene, Purchaser and their financing sources for any evaluation financing (including causing Celgene’s and Purchaser’s representatives to participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, a reasonable number of times), (c) to assist with the preparation of materials for the foregoing and offering documents (including assisting with the preparation of pro forma financial statements meeting the requirements of SEC Regulation S-X) necessary, proper or analysis ofadvisable in connection with the financing, (d) to assist Celgene in obtaining consents of ▇▇▇▇’s auditors for use of their reports in any materials relating to the financing and customary “comfort letters,” and (e) to provide all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations. Neither Juno, its subsidiaries nor any of their representatives shall be required to take any action under any of the foregoing that is not contingent upon consummation of the Offer or that would be effective prior thereto or take any corporate actions prior to the closing of the Merger. Neither Juno nor its subsidiaries shall be required to cooperate to the extent that such cooperation would, in the good faith determination of Juno, interfere unreasonably with Juno’s or its subsidiaries’ business or operations. Neither Juno nor any of its subsidiaries shall be required to (a) waive or amend any terms of the Merger Agreement, (b) take any TABLE OF CONTENTS action that will conflict with or violate its organizational documents or any applicable legal requirement, (c) issue any offering or information document, or diligence (d) take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out of pocket costs that will be reimbursed by Celgene) or incur any other liability or provide or agree to provide any indemnity in connection with respect to, the existing Indebtedness financing that would be effective prior to the closing. Juno consents to the use of its and its subsidiaries’ logos in connection with the syndication or marketing of the Company financing (provided such logos are used in a manner that is reasonable and customary in connection with a financing, and not intended to harm or disparage Juno, its subsidiaries or their marks). Upon written request by ▇▇▇▇, Celgene shall promptly reimburse Juno for all reasonable out-of-pocket costs incurred by ▇▇▇▇ or its subsidiaries in connection with their cooperation and indemnify and hold harmless Juno, its subsidiaries and their respective representatives from and against any and all losses, damages, claims, interest, awards, judgments, penalties, settlements, costs or expenses (including reasonable attorneys’ fees) suffered or incurred by them to the extent they arose out of actions taken by ▇▇▇▇, its subsidiaries or their respective representatives pursuant to their cooperation described above except to the extent the foregoing are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of or resulted from the gross negligence or willful misconduct of Juno, any of its subsidiaries or any of its Subsidiariestheir respective representatives. Celgene and Purchaser acknowledge and agree that obtaining the financing is not a condition to consummation of the Transactions and that Celgene and Purchaser have agreed to pay for the tendered Shares and consummate the Merger and the other Transactions regardless of the availability of the financing and ▇▇▇▇’s condition to have complied with or performed in all material respects the obligations, including (a) reasonably promptly furnishing any pertinent covenants and customary information regarding agreements under the Company and its Subsidiaries as may be reasonably requested by Parent relating Merger Agreement at or prior to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts Offer Acceptance Time will be deemed to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case been satisfied with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement ▇▇▇▇’s obligations pursuant to be breached or cause any condition to this Agreement to fail to be satisfiedthe financing.

Financing Cooperation. Until (a) Prior to the earlier Parent Merger Effective Time, Company shall use reasonable best efforts to provide to the Parent Parties, and shall cause each of the Company Subsidiaries to use reasonable best efforts to and shall use reasonable best efforts to cause its Representatives to provide to the Parent Parties (in each case at the sole cost and expense of the Parent Parties), all cooperation reasonably requested by the Parent Parties, or their Representatives, in connection with the arrangement of the Financing, or, if applicable, the Alternative Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Company and the Company Subsidiaries), which cooperation shall include, at the request of any Parent Party, Debt Financing Source or, if applicable, BD Investors or Alternative Financing Source, the following: (i) entering into, or assisting any Parent Party in connection with its entering into, any customary agreements to pledge, guarantee, grant security interests in, and otherwise grant Liens on, the assets of Company or the Company Subsidiaries and delivering such officer’s and other certificates (except for any certificate with respect to the eligibility of any Company Properties to be included for any purposes (including as security)) as reasonably required by the Financing Sources, or, if applicable, the Alternative Financing Source, including customary authorization letters, in each case, on terms reasonably satisfactory to Parent and the Debt Financing Sources or, if applicable, the Alternative Financing Sources (provided that no such definitive documents shall be effective until the Parent Merger Effective Time); (ii) causing each bank or other financial institution having a deposit or other similar account of any Company or a Company Subsidiary, and each existing lender under the Existing Company Indebtedness that is party to any deposit account control agreement or other similar agreement related to such account, to negotiate and execute documentation to (a) assign, transfer or close any such account (and, in connection with any such assignment or transfer, causing the appropriate individuals of the applicable Parent Party to be added as authorized signatories with respect to such account), (b) amend, restate, assign, terminate or replace any such deposit account control agreement or similar agreement, and/or (c) if necessary, to place into effect new payment direction for any applicable tenants, in each case, as directed by the Parent Parties (provided that no such action, documentation or direction, as applicable, shall be effective until the Parent Merger Effective Time); (iii) causing new deposit accounts with respect to the Company Properties to be opened, deposit account control agreements with respect thereto to be entered into by the appropriate parties, and, as applicable, new payment direction letters to be delivered to the applicable tenants in connection therewith (provided that no such action, documentation or direction shall be effective, and no such delivery shall be made, until the Parent Merger Effective Time); (iv) providing the Parent Parties and their Financing Sources as promptly as practicable with financial, operational, legal, and other pertinent information with respect to Company, the Company Subsidiaries and the Company Properties as reasonably required by the Parent Parties and the Financing Sources, or, if applicable, the Alternative Financing Source, in connection with the Financing (including with respect to the BD Financing, in connection with Ultimate Parent’s response to any inquiries or comments received from the Ontario Securities Commission in connection with the filing of the Offering Document), or, if applicable, the Alternative Financing; (v) making Company’s and Company Subsidiaries’ executive officers, other senior employees and Representatives reasonably available to assist the Financing Sources, or, if applicable, the Alternative Financing Sources, in connection with providing the Financing, or, if applicable, the Alternative Financing, including making available Company’s and the Company Subsidiaries insurance brokers and causing Company’s and the Company Subsidiaries’ auditors to participate in oral due diligence sessions to take place in connection with the BD Financing, in each case upon reasonable advance written notice from Parent and except as may reasonably interfere with such officers or employees performance of their customary employment duties; (vi) cooperating with Ultimate Parent in connection with obtaining customary deliverables which may be reasonably necessary in connection with the BD Financing, including to cause its auditors to deliver a “long form” comfort letter dated the date of the Offering Document (and brought forward to the closing of the BD Financing) addressed to Ultimate Parent and the underwriters of the BD Financing, as well as a consent letter to the applicable regulatory authorities for the inclusion of Company’s audited consolidated financial statements as at and for the year ended December 31, 2016 in the Offering Document, in a form and substance as is customarily given to underwriters and such regulatory authorities, as the case may be, in an underwritten public offering in Canada; (vii) providing to the Debt Financing Source(s) or, if applicable, the BD Investors or Alternative Financing Source, promptly and, in any event, at least ten (10) Business Days’ prior to the Closing Date (or, the case of the BD Financing, the closing date of the BD Financing), with all documentation and other information which Financing Sources have determined is required under applicable “know your customer” and/or anti-money laundering rules and regulations applicable to it; (viii) causing the delivery to the Parent Parties (or, at the direction of the Parent Parties, the Debt Financing Source(s) or, if applicable, the BD Investors or Alternative Financing Source) of (A) customary unconditional payoff letters, (B) original promissory notes evidencing the Company Indebtedness and original certificates evidencing ownership interests in any Company Subsidiary (whether pledged or unpledged), (C) UCC-3 termination statements with respect to all UCC financing statements and (D) executed terminations of any and all mortgages, deeds of trust and collateral assignments of leases and rents and any other collateral assignments or pledge agreements, in each case, related to the Existing Company Indebtedness, and (E) any terminations of security interests or Lien releases that, in the reasonable discretion of the Parent Parties, are necessary to evidence and effect the termination or release of security interests and Liens encumbering the Company Properties, the assets of and/or the interests in Company and/or the Company Subsidiaries related to the Existing Company Indebtedness (provided that in the cases of clauses (B), (C), (D) and (E) above, no such delivery will be made and no such termination documents will be effective, filed or recorded, as applicable, until the Parent Merger Effective Time); (ix) forming one or more entities (if necessary, as a Company Subsidiary prior to the Closing Date), which shall satisfy the special purpose entity restrictions required by the Debt Financing Sources (the “Required SPE Covenants”), for the purpose of transferring one or more of the Company Properties to such entity(ies), or amending the existing operating agreement of any Company Subsidiary to include the Required SPE Covenants (provided that no such transfer or amendment shall be effective until the Parent Merger Effective Time); (x) conveying certain of the Company Properties to one or more newly formed entities, the operating agreements of which contain the Required SPE Covenants, and, in connection therewith, executing and, if necessary, recording deeds, assignments, affidavits or other documentation as may be reasonably required to effect any such conveyance (provided that no such action shall be effective until the Parent Merger Effective Time); (xi) in connection with the acquisition of any real property permitted to be acquired by Company or any Company Subsidiary during the Interim Period, causing such acquisition to be made by a newly formed Company Subsidiary the operating agreement of which contains the Required SPE Covenants; (xii) providing one or more certificates executed by authorized representatives of each Company Subsidiary that owns or leases real property in respect of the Existing Company Indebtedness, or owns the ownership interests in such property owning or leasing entities, to the Parent Parties with respect to customary “recycled special purpose entity” provisions (it being understood that certification of compliance with separateness covenants shall be consistent with the covenants set forth in the Existing Company Indebtedness); (xiii) cooperating with the Parent Parties to rectify any defects or deficiencies in the title of any Company Property, any lease thereof, or any other due diligence materials related to any Company Property, including any such materials delivered to or obtained by any Debt Financing Source; and (xiv) otherwise cooperating with the Parent Parties to satisfy the conditions precedent to the Financing to the extent within the control of Company and/or the Company Subsidiaries; provided, that, in each case, (1) Company shall not be required to pay any commitment or other similar fee or incur any other liability or expense in connection with the Financing, or, if applicable, the Alternative Financing, prior to the Parent Merger Effective Time, (2) the pre-Closing Company Board and the directors, managers and general partners of the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, (3) none of Company or any Company Subsidiaries shall be required to execute any definitive financing documents that would become effective at any time prior to the Parent Merger Effective Time and does not terminate without liability to the Company or any Company Subsidiary upon termination of this Agreement, including any credit or other agreements, pledge documents or security documents in connection with the Financing, (4) neither Company nor any Company Subsidiary shall be required to take any action that would (I) unreasonably interfere with the ongoing operations of Company and the Company Subsidiaries, (II) cause any representation or warranty in this Agreement to be breached, (III) cause any director, officer or employee of Company or any of the Company Subsidiaries to incur any personal liability, (IV) conflict with the organizational documents of Company or any Company Subsidiary or any Laws or (V) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any contract to which Company or any Company Subsidiary is a party (including the financing documentation for the Existing Company Indebtedness) and (5) none of Company or any Company Subsidiaries shall be required to provide, and the Parent Parties shall be solely responsible for, (A) the assumptions underlying the pro forma adjustments to be made in the preparation of pro forma financial statements, (B) projections, risk factors or other forward-looking statements relating to any component of the Financing, (C) 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, and (D) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K. The Parent Parties shall promptly, upon the termination of this Agreement pursuant to Article VIIIAgreement, reimburse Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Company or any of Company Subsidiaries in connection with the cooperation of Company and the Company Subsidiaries contemplated by this Section 7.8 and shall indemnify and hold harmless Company, the Company shall use commercially reasonable efforts Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith (except with respect to provideany information provided by or on behalf of Company or any Company Subsidiaries), except in the event such liabilities or losses arise out of, or result from, the willful misconduct of Company, the Company Subsidiaries or any of their respective Representatives. (b) Prior to the Parent Merger Effective Time, Company shall, and shall cause its each of the Company Subsidiaries and shall use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested supplement the information provided by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness on behalf of the Company or any of its SubsidiariesCompany Subsidiary in connection with the Financing or, including (a) if applicable, the Alternative Financing, on a reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating current basis to the existing Indebtedness extent that any such information, to the Knowledge of Company, contains any untrue statements of material fact or omits to state any material facts required to be stated therein or necessary in order to make the statements therein, in light of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationscircumstances under which they are made, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedmisleading.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall and shall cause its respective officers, employees and advisors to use commercially reasonable efforts to provideprovide to the Buyer, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, in connection with the arrangement of any Debt Financing such cooperation, at Parent’s sole cost and expense, cooperation as is customary for syndicated debt financings as may be reasonably requested by Parent in connection ▇▇▇▇▇, including: (i) cooperating in the preparation of any confidential information memorandum or similar documents and the negotiation, execution and delivery of any definitive financing documents (including any loan agreement, pledge and security documents, any indenture, currency or interest hedging agreement, control agreements and related deliverables (including any schedules and exhibits thereto)) as may be reasonably requested by the Buyer; (ii) making senior management of the Company reasonably available for meetings, conference calls, due diligence sessions, drafting sessions and sessions with ratings agencies at mutually agreeable times and upon reasonable notice; (iii) ensuring that the chief financial officer or similar officers of the Company executes prior to the Closing customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders, containing a customary “10b-5 representation” and identifying any evaluation portion of such information that constitutes material, nonpublic information regarding the Company; (iv) facilitating the pledging of collateral and the perfection of the applicable security interests (including obtaining insurance certificates with customary endorsements as required by the Debt Financing); (v) ensuring that the syndication efforts in respect of the Debt Financing benefit from the existing lending relationships of the Company; (vi) furnishing the Buyer and the Debt Financing Sources promptly, and in any event no later than four Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by the Buyer at least nine Business Days prior to the Closing Date; (vii) causing the taking of corporate and other actions by the Company that are reasonably necessary to permit the consummation of the Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to the Buyer as of the Closing; it being understood and agreed that (A) no such corporate or analysis ofother action will 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 diligence officers of the Company who retain their respective positions as of the Closing; (viii) consenting to the reasonable use of the logos of the Company in connection with the Debt Financing in a manner that is customary for syndicated debt financing transactions; it being understood that such logos will not be used in a manner that is intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company; and (ix) delivering notices of prepayment or redemption within the time periods required by the relevant agreements governing the Company’s existing Indebtedness, obtaining customary lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full on the Closing, of all of the Company’s existing Indebtedness; (x) provided, that nothing in this Agreement shall require such cooperation to the extent it would, in the Company’s reasonable judgment, materially interfere with the business or operations of any Company (it being understood and agreed that the actions specified in clauses (i) through (ix) of this Section 6.11 do not materially interfere with the business or operations of the Company); provided, further, that notwithstanding anything in this Agreement to the contrary, the Company shall not (1) be required to pay any commitment or other similar fee unless and until the Closing occurs or (2) other than with respect toto the authorization letters contemplated in clause (iii) above, have any Liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing, unless and until the Closing occurs. If the Closing does not occur, the existing Indebtedness Buyer shall indemnify and hold harmless the Company and its officers and employees, from and against any and all losses incurred by any of them in connection with the arrangement of the Debt Financing and the utilization of any information in connection therewith, except to the extent such losses arise out of or result from Fraud by the Company or any of its SubsidiariesAffiliates. If the Closing Date does not occur, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Buyer shall reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with its Subsidiaries compliance with this Section 6.11, promptly upon receipt of the Company’s written request therefor. Subject to the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), the Buyer shall be permitted to (A) file with the SEC or any securities exchange and (B) post on Debtdomain, IntraLinks, SyndTrak Online or similar electronic means, information identified by the Buyer as may be reasonably requested by Parent relating to the existing Indebtedness Company for purposes of permitting such information to be included in any bank information memoranda or other customary marketing materials to be provided to potential debt investors who do not wish to receive material nonpublic information with respect to any of the Buyer, the Company or any of its their respective Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company and Affiliates or any of its Subsidiaries and their advisors and consultants respective securities. Notwithstanding anything to the contrary in this Agreement (including Section 5.2) or the Confidentiality Agreement, the Buyer shall have sufficient access be permitted to share information related to the Company with rating agencies and its Subsidiaries prospective lenders and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsfinancing sources, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect subject to the assumption of the existing Indebtedness of the Company by Parent (other thanentry thereof into customary confidentiality arrangements, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company including “click through” confidentiality agreements and confidentiality provisions contained in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedcustomary confidential information memorandum.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provideSeller shall, and shall cause its Subsidiaries and the Sold Companies to, use commercially reasonable best efforts to cause its and their respective Representatives provide to provide, such cooperationBuyer, at Parent’s Buyer's sole cost and expense, as may be cooperation reasonably requested by Parent Buyer that is necessary in connection with the Debt Financing, including (i) participation by senior members of management of the Sold Companies (together with their counterparts at Buyer) in meetings, due diligence sessions and sessions with rating agencies, (ii) assisting Buyer in the preparation of a confidential information memorandum and marketing materials for the Debt Financing, (iii) preparing and furnishing Buyer as promptly as practicable (and in any evaluation event within thirty (30) days of the end of each calendar month and within forty-five (45) days of the end of each calendar quarter) with the unaudited consolidated balance sheet of the Sold Companies as of the end of each calendar month and each calendar quarter prior to the Closing and the related statements of income, changes in equity and cash flows for such periods, (iv) reasonably facilitating the pledging of collateral (provided that (A) none of the documents or analysis ofcertificates shall be executed or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or diligence with respect tobecome operative after, the existing Indebtedness occurrence of the Closing and (C) no liability shall be imposed on the Seller or any Sold Company or any of its Subsidiariesofficers or employees involved), and (v) providing to the Buyer’s financing sources all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities)PATRIOT Act. Notwithstanding the foregoing, any (1) such requested cooperation under this Section 6.13 will shall not unreasonably interfere with the ongoing business and operations of Seller, the Company Sold Companies and any other Subsidiaries of Seller, (2) none of Seller, the Sold Companies and any other Subsidiaries of Seller shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the financings contemplated by the Debt Financing Commitment, (3) none of its SubsidiariesSeller, the Sold Companies and any other Subsidiaries of Seller or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the financing contemplated by the Debt Financing Commitment, except in the case of the Sold Companies, for agreements that are contingent upon the Closing or that are effective only after the Closing, (4) such assistance shall not include any actions that Seller reasonably believes would cause any representation representation, warranty, covenant or warranty of Company other obligation in this Agreement to be breached or cause any condition to this Agreement closing hereunder to fail to be satisfied, (5) such assistance shall not require the waiver or amendment of any terms of this Agreement or the payment of any fees or reimbursement of any expenses prior to the Closing for which Seller has not received prior reimbursement or is not otherwise indemnified by Buyer, and (6) cause any director, officer or employee of the Seller or any Subsidiary of Seller to incur any personal liability. (b) Neither Seller, any of its Subsidiaries nor any of their respective officers, directors, employees, accountants, consultants, legal counsel, agents, investment bankers and other representatives shall be required to take any action that would (i) subject such Person to actual or potential liability, to bear any cost or expense or to 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 Debt Financing or their performance of their respective obligations under this Section 5.32 and any information utilized in connection therewith or (ii) conflict with or violate any Laws or such Person's organizational documents. Buyer shall indemnify and hold harmless Seller, its Subsidiaries and their respective directors, officers, employees, accountants, consultants, legal counsel, agents, investment bankers and other representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 5.32 (including any action taken in accordance with this Section 5.32). Buyer shall, promptly upon request by Seller, reimburse Seller for all reasonable costs and expenses incurred by Seller or its Subsidiaries in connection with this Section 5.32 (including those of its accountants, consultants, legal counsel, agents, investment bankers and other representatives).

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the Company (a) Seller shall use commercially its reasonable best efforts to provide, and shall cause its Subsidiaries to use reasonable best efforts to provide, and use commercially reasonable best efforts to cause its and their respective Representatives to provide, such cooperation, in each case at Parent’s the sole cost of Buyer, with such cooperation and expense, assistance as may be is customary or reasonably requested by Parent Buyer in connection with arranging, obtaining and/or consummating the Debt Financing, including using reasonable best efforts to assist Buyer with Buyer’s (ix) pledging and perfection of collateral and (y) provision of guarantees, in each case, supporting the Debt Financing, including assisting Buyer with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness ▇▇▇▇▇’s preparation of the Company Debt Financing Documents; provided, that no pledge, guarantee or other Debt Financing Document shall be effective until the Closing. (b) Notwithstanding anything to the contrary herein, (A) nothing herein shall require such cooperation or other action by any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company Seller or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access Vantive Group Entities) to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations extent it would unreasonably interfere with lenders and/or holders the ongoing operations of the existing Indebtedness of the Company Seller or any of its Subsidiaries (in each case which including the Vantive Group Entities), (B) none of Seller, any of its Subsidiaries (including the Vantive Group Entities) or its Representatives shall be telephonic required to execute, approve or virtual meetings deliver any definitive financing documents, certification, instrument or sessionsagreement, or make any representation to Buyer, any of their Affiliates, any lender, agent or lead arranger to the Debt Financing or any other person in connection with the Debt Financing (it being understood that any officer or director Seller or any of its Subsidiaries that will remain an officer or director after the Closing may, at the request of Buyer in connection with the Debt Financing (but shall not be required to), execute, approve or deliver documents that will be effective only at or after the Closing (but subject to the occurrence of the Closing)), or to deliver or require to be delivered any solvency or similar certificate or any legal opinion of external counsel in connection with the Debt Financing, (C) none of Seller, any of its Subsidiaries (including the Vantive Group Entities) or any of its equityholders or governing bodies shall be required to authorize or pass any resolutions or consents to approve or authorize the execution of any definitive financing documents, certification, instrument or agreement in connection with any Debt Financing (it being understood that any director of any of Seller or any of its Subsidiaries that will remain a director after the Closing may, at the request of Buyer in connection with any Debt Financing (but shall not be required to), execute resolutions or consents that will be effective only at or after the Closing (but subject to the occurrence of the Closing)), (D) nothing herein shall require such cooperation to the extent it would reasonably be expected to (1) conflict with or violate any applicable Law or result in a breach of, or a default under, any material contract to which Seller or any of its Subsidiaries (including the Vantive Group Entities) is a party to that was not entered into for the purpose of avoiding performance under this Section 4.28 or (2) violate any obligation of confidentiality (not created in contemplation hereof) binding on any of Seller or any of its Subsidiaries (including the Vantive Group Entities) or disclose any information that is legally privileged, (3) breach, waive or amend any terms of this Agreement or (4) cause any condition to the Closing set forth in Section 5.1 and Section 5.2 to not be satisfied, (E) none of Seller, any of its Subsidiaries (including the Vantive Group Entities) or their respective Representatives shall be required to seek any amendment, waiver, consent or other modification under any indebtedness, (F) neither Seller nor any of its Subsidiaries (including the Vantive Group Entities) shall be required to pay or incur any fee or incur or assume any liability or obligation in connection with the Debt Financing prior to the Closing (other than as circumstances requireare expressly reimbursable or payable by Buyer) and (iiG) with neither Seller nor any of its Subsidiaries (including the Vantive Group Entities) shall be required consents from to prepare or agreements with lenders deliver any financial statements, other than financial statements that are prepared in the ordinary course or noteholdersthe Required Financial Information, or any internal reorganization transactionsfinancial information, in each case with respect financial projections or pro forma financial information. Notwithstanding anything to the assumption contrary in this Section 4.28 or this Agreement, Seller and its Subsidiaries shall promptly deliver to Buyer (a) at least three (3) Business Days prior to the Closing Date, all documentation and other information about each of the existing Indebtedness Vantive Group Entities as is reasonably requested in writing by ▇▇▇▇▇ (including on behalf of the Company by Parent Debt Financing Sources) at least nine (other than9) Business Days prior to the Closing Date and required to be delivered pursuant to applicable “beneficial ownership,” “know-your-customer” and anti-money laundering rules and regulations, for including the avoidance USA PATRIOT Act and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) and (b) the Required Financial Information. (c) Neither Buyer nor any of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company its Affiliates shall use or display Seller’s or any of its Subsidiaries’ trademarks or logos in connection with the Debt Financing, cause without the prior written consent of Seller; provided, that Buyer shall ensure that such trademarks and logos are used solely (i) in a manner that is not intended or reasonably likely to harm or disparage Seller or any representation of its Subsidiaries (including the Vantive Group Entities) or warranty the reputation or goodwill of Company Seller or any of its Subsidiaries (including the Vantive Group Entities), (ii) in connection with a description of the Business or the Transactions and (iii) in a manner that will comply in all material respects with Seller’s usage requirements to the extent made available to Buyer prior to the Execution Date. Information provided by Seller or any of its Subsidiaries (including the Vantive Group Entities) in connection with the Debt Financing, and all non-public or otherwise confidential information regarding Seller or any of its Subsidiaries (including the Vantive Group Entities) obtained by Buyer or any of its Representatives in connection with the Debt Financing, shall be kept confidential in accordance with the Confidentiality Agreement and may only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by customary confidentiality provisions (including “click-thru” confidentiality provisions). (d) Buyer shall indemnify, defend and hold harmless Seller and its Subsidiaries (including the Vantive Group Entities), and their respective pre-Closing directors, officers, employees, agents, representatives and professional advisors, from and against any liability, obligation or loss suffered or incurred by them in connection with any cooperation provided under this Section 4.28, the arrangement of the Debt Financing or any other financing by Buyer or any of its Affiliates and any information provided in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from (x) the bad faith, gross negligence, intentional fraud, or willful misconduct or (y) information provided for use in connection with the Financing, in each case of the foregoing clauses (x) and (y), by or on behalf of Seller or any of its Subsidiaries (including the Vantive Group Entities) or their respective representatives. Buyer shall promptly, upon request, reimburse Seller for all reasonable, documented and out-of-pocket costs incurred by Seller and its Subsidiaries (including the Vantive Group Entities) in connection with any cooperation provided under this Section 4.28 or otherwise in connection with the Debt Financing; provided, that Buyer shall not be responsible for any ordinary course amounts payable to existing employees of or consultants to Seller or its Subsidiaries with respect to services provided prior to the Closing Date. The payment obligations under this Section 4.28(d) shall survive the termination of this Agreement and shall be in addition to any other fee or obligation owed by Buyer in connection with any termination, breach or otherwise. (e) Notwithstanding anything to the contrary in this Agreement, a breach by Seller of its obligations under this Section 4.28 shall not constitute a breach of this Agreement or a breach of the condition precedent set forth in Section 5.2(b) unless such breach is an intentional breach and directly results in the failure of a condition precedent in the Debt Commitment Letter directly causing the Debt Financing not to be breached or cause any condition available to this Agreement to fail to be satisfiedBuyer.

Financing Cooperation. Until (a) From the date of this Agreement and prior to the Closing, or the earlier of the Closing and the termination of this Agreement pursuant in accordance with Section 8.1, the Seller shall use its commercially reasonable efforts to Article VIIIcause the Company and its Representatives to, provide, at the sole cost and expense of Buyer, all customary cooperation reasonably requested by Buyer in writing in connection with the arrangement and obtaining of financing for purposes of consummating the transactions contemplated by this Agreement (the “Financing”) (provided, that such requested cooperation does not, in the judgment of the Seller, unreasonably interfere with the ongoing operations of the Seller or the Group Companies), including by using commercially reasonable efforts to: (i) Upon Buyer’s reasonable request and upon reasonable advance notice, cause appropriate members of senior management of the Company to be available, at reasonable times during normal business hours, to participate in a reasonable and customary number of management and other meetings (including customary one-on-one meetings) (or, at the option of the Seller, calls in lieu of meetings), in each case, to the extent usual and customary for financings of a similar type to the Financing and reasonably required in connection with the Financing; (ii) executing and delivering customary certificates or documents as may be reasonably requested by ▇▇▇▇▇, and to the extent required by the Financing, in each such case, effective no earlier than the Closing; (iii) furnishing Buyer and the Financing Sources with the Required Information; (iv) assisting Buyer in the preparation of customary pro forma consolidated balance sheet and related pro forma consolidated statements of income (it being understood that Buyer, and not the Seller, the Company or its Representatives, shall be responsible for the preparation of the pro forma financial statements and any other pro forma information, including any pro forma adjustments and the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records); (v) to the extent any current Company directors and officers continue to hold such offices and positions with the Company from and after the Closing, causing such directors and officers to execute resolutions or consents of the Company that do not become effective until the Closing with respect to entering into the definitive documentation for the Financing and otherwise as necessary to authorize consummation of the Financing; and (vi) provide, at least three (3) Business Days prior to the Closing, all documentation and other information relating to the Company as is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested by ▇▇▇▇▇ in writing at least ten (10) Business Days prior to the Closing Date. (b) Notwithstanding the foregoing, neither the Seller nor any Group Company shall be required to take or permit the taking of any action pursuant to this Section 6.22 or otherwise that would (A) require any Group Company or any Persons who are officers or directors of any Group Company to pass resolutions or consents to approve or authorize the execution of the Financing that is effective prior to the Closing or execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing, (B) require any Group Company to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 6.22) in connection with the Financing prior to the Closing, (C) in the judgment of the Seller or the Company, conflict with or violate any applicable law or the applicable party’s Governing Documents or would reasonably be expected to result in a violation or breach of, or default under, any Contracts to which any Group Company is a party, (D) in the judgment of the Seller or the Company, provide access to or disclose information that the Seller or the Company determines would jeopardize any attorney-client privilege of the Company (provided, that the Company and its Representatives shall use commercially reasonable efforts to providegrant such access or provide such disclosure in a manner which would not jeopardize such privilege) Seller or any Group Company, and shall cause its Subsidiaries and use commercially reasonable efforts (E) require any Group Company to cause its and their respective Representatives enter into any instrument or agreement that is effective prior to providethe Closing or that would be effective if the Closing does not occur, such cooperation(F) require the Seller, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the a Group Company or any of its Subsidiariestheir Affiliates or their respective Representatives, including as applicable, to waive or amend any terms of this Agreement, (aG) reasonably promptly furnishing result in any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness officer or director of the Seller, a Group Company or any of its Subsidiaries their Affiliates, Representatives thereof or other personnel, incurring personal liability with respect to any matters relating to the Financing, (including using commercially reasonable efforts to ensure that lenders and/or holders H) unreasonably disrupt or interfere with the ongoing business or operations of the existing Indebtedness Seller or any Group Company, (I) take any action in respect of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access Financing to the Company and its Subsidiaries and its and their respective Representativesextent such action would cause any condition to the Closing set forth in Article VII to fail to be satisfied by the Termination Date or (J) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case other than with respect to the assumption definition of “Required Information”, deliver any financial or other information that is not readily available or prepared in the Ordinary Course by the Group Companies at the time requested by Buyer. Upon the written request of the existing Indebtedness of Seller, Buyer shall provide information (whether in summary written form, or in part or full drafts or final definitive documentation) with respect to any Financing as is reasonably necessary to permit the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, Seller and Group Companies to comply with any such requested cooperation under this Section 6.13 will not unreasonably interfere with 6.22. (c) Buyer shall, promptly upon request by the operations of Seller or the Company, reimburse, at any time, on demand, the Seller, the Company, any other Group Company or any of its Subsidiariestheir respective Affiliates or Representatives, cause as applicable, for all costs and expenses (including reasonable attorney’s fees) incurred by the Seller, the Company, any representation other Group Company or warranty any of their respective Affiliates or Representatives in connection with the cooperation contemplated by this Section 6.22 and shall indemnify and hold harmless the Seller, the Company, any other Group Company and their respective Affiliates and Representatives from and against any and all losses, liabilities, claims, costs, expenses and/or damages suffered or incurred by them in connection with the Financing, any action taken by them at the request of or on behalf of Buyer (or the Financing Sources) pursuant to this Section 6.22 and any information used in connection therewith. (d) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement Agreement, ▇▇▇▇▇ acknowledges, affirms and agrees that (i) its obligation to be breached or cause any condition to consummate the transactions contemplated under this Agreement on the terms and subject to fail the conditions set forth herein are not conditioned upon compliance with this Section 6.22 or the availability or the consummation of the Financing or receipt of proceeds therefrom and (ii) that Section 6.22 sets forth the sole obligations of the Seller and Group Companies with respect to be satisfiedany Financing.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant Subject to Article VIIISection 6.12(a), the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationto, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Financing (or alternative financing, as the case may be) as may be reasonably requested by Parent in connection (i) provided that such requested cooperation does not unreasonably interfere with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness ongoing operations of the Company or any and its subsidiaries). Such cooperation by the Company shall include, at the reasonable request of its Subsidiaries, including Parent: (a) agreeing to enter into such agreements, and to deliver such officer’s certificates, as are customary in financings of such type (including using reasonable best efforts to deliver a certificate of the chief financial officer of the Company with respect to solvency of the Company and its subsidiaries on a consolidated basis or any officer’s certificate of a similar nature to the extent required in connection with the Financing) and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time; (b) subject to Section 6.5(a) and Section 6.5(b), furnishing Parent, Acquisition Sub and their financing sources as promptly furnishing any as practicable with available financial and other pertinent and customary available information regarding the Company and its Subsidiaries subsidiaries, including: (I) to the extent required under the Debt Commitment Letter, the unaudited consolidated balance sheet of the Company and its subsidiaries and the related statements of operations and cash flows as may of the end of any month or quarterly period ending after the execution of this Agreement, and (II) all financial information related to the Company and/or its subsidiaries reasonably required by Parent for Parent to produce the financial statements required to be delivered pursuant to the Financing (including, if required, all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act); (c) making the Company’s senior officers available to (i) assist the lenders specified in the Financing Commitments, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions and sessions with prospective lenders, investors and rating agencies in connection with the Financing, (iii) assist with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Financing) and (iv) otherwise reasonably cooperate in connection with the consummation of the Financing, including reasonably cooperating in obtaining, prior to the date which is twenty (20) days prior to the Merger Closing Date, corporate and facilities ratings to the extent required under the Financing Commitments (or any replacement thereof); (d) causing the taking of corporate actions by the Company and its subsidiaries reasonably necessary to permit the completion of the Financing (including (1) using commercially reasonable efforts to cooperate with Parent’s efforts to obtain non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Parent and its Representatives to all Owned Property) as reasonably requested by Parent, provided, that, any access by Parent relating to onto the existing Indebtedness properties of the Company or and its subsidiaries shall be subject to reasonable security measures and insurance requirements and shall be during reasonable business hours and shall not unreasonably interfere with the operations thereon, (2) requesting customary payoff letters, Lien terminations and instruments of discharge to be delivered at Merger Closing to allow for the payoff, discharge and termination in full on the Merger Closing Date of all indebtedness and Liens under the Credit Agreement and (3) furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Merger Closing Date, with all documentation and other information required by Governmental Authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of its Subsidiaries 2001, as amended); (including e) facilitating the execution and delivery of definitive documents related to the Debt Financing on the terms contemplated by the Debt Commitment Letter; (f) making all necessary filings with the United States Copyright Office to register copyright in the Company Products to the extent required in connection with the Financing; and (g) using commercially reasonable efforts to ensure that lenders and/or holders of any efforts to syndicate the Debt Financing benefit materially from the Company’s existing Indebtedness of lending and investment banking relationships Parent shall promptly reimburse the Company for any out-of-pocket expenses and costs reasonably incurred in connection with the Company’s or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation affiliates’ obligations under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company 6.13. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiaries shall be breached required to pay any commitment or cause other similar fee or enter into any condition definitive agreement or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to this Agreement to fail to be satisfiedthe Effective Time.

Financing Cooperation. Until (a) Prior to the earlier of the Closing Closing, Seller and the termination of this Agreement pursuant to Article VIII, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and use commercially reasonable best efforts to cause its the appropriate representatives (including senior management) of the Company to, use reasonable best efforts to provide the following cooperation as is reasonably requested by Buyer upon reasonable prior notice that is necessary and their respective Representatives to providecustomary in accordance with the terms of the Debt Financing, such cooperation, in each case at Parentthe Buyer’s sole cost and expense: (i) participating in a reasonable number of meetings, presentations and customary due diligence sessions with providers or potential providers of the Debt Financing, (ii) reasonably assisting Buyer in its preparation of definitive financing documents, (iii) providing such reasonable and customary financial and non-financial information to Buyer and its Debt Financing Sources regarding the Company as may be is reasonably requested by Parent them in connection with the Debt Financing, (iiv) with any evaluation or analysis of, or diligence with respect to, facilitating the existing Indebtedness execution and delivery of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent reasonable and customary information regarding certificates and other documentation required by the Company Debt Financing Sources and its Subsidiaries as may be the definitive documentation related to the Debt Financing and reasonably requested by Parent the Buyer, subject to the occurrence of the Closing, (v) facilitate the pledging of, and perfection of security interests in the Interests, effective no earlier than Closing; provided, however, that the delivery of any original stock or membership interest certificates and other certificated securities and possessory collateral shall be delivered in escrow pending release at the Closing, (vi) assisting Buyer and the Debt Financing Sources in the timely preparation of any customary syndication documents and materials, including confidential information memoranda, lender presentations, private placement memoranda, bank information memoranda, business projections, ratings agency presentations, customary and reasonably available marketing materials and other similar documents to be used in connection with the syndication of the Debt Financing (including providing customary authorization letters authorizing the distribution of information to prospective lenders) and identifying any portion thereof as containing material, non-public information; provided, however, that neither Seller nor the Company shall be responsible in any manner for any pro forma adjustments relating to proposed debt and equity capitalization that is required to be made to the existing Indebtedness historical information for such pro forma financial information), (vii) requesting customary payoff letters and facilitate the release of any Liens and the Company or any termination of its Subsidiaries guarantees (including using commercially reasonable efforts if any) in connection therewith subject to ensure that lenders and/or holders the occurrence of Closing, (viii) providing all customary documentation and other information as requested in connection with the existing Indebtedness of Debt Financing and required under applicable “know your customer” and anti-money-laundering rules and regulations at least three (3) Business Days prior to the Company or any of its Subsidiaries Closing Date to the extent requested by the Buyer in writing at least ten (10) days prior to the Closing Date and their advisors and consultants shall have sufficient access (ix) delivering the financial statements related solely to the Company and its Subsidiaries and required by the Commitment Letter. Seller hereby consents to the reasonable use of the Company’s logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its Subsidiaries or their respective trademarks, products, services, offerings or Intellectual Property rights. (b) Notwithstanding anything to the contrary in this Agreement, but without limiting the Company’s obligations under Section 6.13, neither Seller nor any of its Affiliates nor any of their respective officers, employees, representatives of agents will be required to (i) take any action that would unreasonably interfere with the ongoing operations of Seller or any of its Affiliates, (ii) provide or prepare, and Buyer shall be solely responsible for (with the assistance and cooperation of the Company in a manner consistent with Section 6.11(a)), the preparation of pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financing information, (iii) pay any commitment or other similar fee or incur any other liability or obligation in connection with the Debt Financing contemplated by the Debt Commitment Letter or be required to take any action for which it would not be indemnified hereunder, to bear any cost or expense or make any other payment or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing prior to the Closing, (iv) approve any document or other matter related to the financing or incur any liability of any kind (or cause their representatives to incur any liability of any kind) prior to the Closing, (v) enter into any agreement or commitment in connection with the Debt Financing (or any Alternative Financing) or provide any certification or opinion of the Company which would be effective prior to the Closing (other than the Company or its Subsidiaries as contemplated by Section 6.11(a), (vi) provide any certifications, or any existing audited or unaudited financial statements for the Company and its Subsidiaries other than the Financial Statements, the financial statements related solely to the Company and its Subsidiaries and required by the Commitment Letter and, subject to Section 6.13, the S-X Compliant Financial Statements and Most Recent Interim Financial Statements, (vi) take any action that would (A) cause any representation, warranty, covenant or agreement in this Agreement or any other agreements, instruments and documents delivered at the Closing pursuant to this Agreement to be breached, (B) cause Seller, its Affiliates or any of their respective directors, managers, officers or employees to incur any personal liability, (C) conflict with the Organizational Documents of Seller or any of its Subsidiaries or any Law, (D) change any fiscal period, or (E) authorize any corporate action effective prior to the Closing. (c) Buyer (i) shall promptly, upon request by Seller, reimburse Seller or its applicable Affiliate for all reasonable and documented out-of-pocket costs incurred by Seller, any of its Affiliates or any of their respective directors, managers, officers, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents in connection with the cooperation of any of them as contemplated by this Section 6.11 and (ii) shall indemnify and hold harmless Seller, its Affiliates and their respective Representativesdirectors, managers, officers, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents from and against any and all actual losses suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 6.11 (including any action taken in accordance with this Section 6.11) and any information used in connection therewith (bother than historical information related to Seller or the Company provided by or on behalf of Seller or the Company in writing specifically for use in connection with the Debt Financing offering documents), in each case, except for any losses (x) upon reasonable notice and at reasonable times and locationsresulting from Actual Fraud, participating in meetings and presentations with lenders and/or holders gross negligence, willful misconduct or intentional misrepresentation on the part of the existing Indebtedness of Seller or the Company or any of its Subsidiaries their respective directors, managers, officers, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents thereof or (y) resulting from any material inaccuracy in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedFinancial Statements.

Financing Cooperation. Until Each Seller and Company agrees to provide and will cause the earlier appropriate officers and employees of Sellers and the Companies to provide, at Buyer's expense, reasonable cooperation in connection with the arrangement and consummation of the Closing Financing in connection with the Transactions, which cooperation shall include (a) participating in a reasonable number of meetings, lender presentations, road shows, drafting sessions, due diligence sessions, drafting sessions, and session with prospective lenders and rating agencies in connection with the termination Financing, (b) providing information reasonably necessary in connection with the preparation of this Agreement pursuant to Article VIIIcustomary offering documents and materials, including private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, and similar documents and materials, connection with the Company shall use commercially Financing, (c) using reasonable efforts to provideobtain such consents, approvals, authorizations and shall cause instruments which may be reasonably requested by Buyer's Parent in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge and landlord consents, waivers and access agreements, (d) reasonably cooperating with the marketing efforts of Buyer's Parent and its Subsidiaries financing sources for any debt to be raised to complete the Transactions, (e) facilitating the pledging of collateral and use commercially reasonable efforts perfection of liens (which would be effective only at or after the Closing), (f) permitting officers and directors of the Companies who will be officers or directors of the Companies after the Closing Date to cause its execute and their respective Representatives to providedeliver any pledge and security documents, such cooperationother definitive financing documents, at Parent’s sole cost and expenseresolutions, written consents or other certificates or documents as may be reasonably requested by Buyer's Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness including a certificate of the Company chief executive officer or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness chief financial officer of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case Companies with respect to solvency matters; provided, however, that no obligation of any Company under any such certificate, document or instrument to which any of Company is a party shall be effective until the assumption Closing Date and none of the existing Indebtedness of the Company by Parent Sellers or their Affiliates (other thanthan the Companies) shall have any obligations in connection therewith after Closing, (g) using reasonable commercial efforts to cooperate by providing information necessary for negotiation of Buyer's Parent of definitive financing documentation and any other document required in connection therewith and (h) otherwise reasonably cooperating with Buyer's Parent, Buyer and Buyer Cdn in satisfying the avoidance conditions precedent set forth in the Financing commitment letter or any definitive document related to the Financing, to the extent within the control of doubtSellers, the Company Credit Facilities). Notwithstanding provided that, with respect to each of the foregoing, any (1) no such requested cooperation under this Section 6.13 will not unreasonably interfere with letters, agreements, registration statements, documents and certificates shall be executed and delivered except at the operations Closing and (2) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedClosing.

Financing Cooperation. Until (a) In connection with Parent’s financing in connection with the earlier of Transaction (including the Closing and Debt Financing) (the termination of this Agreement pursuant “Parent Financing”), prior to Article VIIIthe Closing, the Company shall use commercially reasonable efforts will provide to provide, Parent and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationMerger Sub, at Parent’s sole cost and expense, as may be 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): (i) participating in a reasonable number of meetings and due diligence sessions with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness sources of the Parent Financing; (ii) (A) provide GAAP audited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for the three most recent fiscal years ended at least 60 days prior to the Closing Date and GAAP unaudited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date, which financial statements shall meet the requirements of Regulation S-X under the Securities Act, as amended, without regard to any applicable grace periods allowed for therein and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registered statement under the Securities Act on Form S-3 and (B) as promptly as practicable, provide financial data relating to the Company and its Subsidiaries necessary to produce the pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the Transactions and, in any event, in accordance with S-X Article 11 and Regulation S-K required in registration statements filed with the SEC on Form S-3 without giving effect to any grace period for the timing of providing such financials, if any) required in order to satisfy the condition set forth in paragraph (iii)) of Exhibit B to the Debt Commitment Letter (as in effect on the date of this Agreement) (provided that in no event will the information required to be delivered pursuant to this clause (ii) be deemed to include or any of its Subsidiaries, including will the Company otherwise be required to prepare or provide pro forma financial statements) and (aC) reasonably promptly furnishing any provide such other pertinent and customary information regarding the Company and its Subsidiaries and such other financial data relating to the Company and its Subsidiaries as may be reasonably requested by Parent in order to consummate the Debt Financing or that would be necessary to receive customary “comfort” letters from the independent registered public accounts of the Company (including negative assurance comfort); provided that the failure of the Company to provide the information and data described in Section 5.4(a)(ii)(A) within the applicable time period shall be deemed a failure to perform or comply with a covenant contained in this Agreement in all material respects only for purposes of Section 7.2(b) of this Agreement and not for purposes of Article VIII of this Agreement; (iii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt or public or private senior note financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of its Subsidiaries required thereunder, including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, except to the extent providing such assistance, documents or information would require the Company to breach any other Contract in effect as of the date hereof; and (iv) using commercially reasonable efforts to assist Parent in obtaining surveys, legal opinions from applicable outside counsel and title insurance as reasonably requested by Parent or Merger Sub for the Parent Financing as customarily required in connection with bank debt or public or private senior notes financings, as the case may be (including, in all cases, the Parent Financing), except to the extent providing such assistance would require the Company to breach any other Contract in effect as of the date hereof. (b) The Company and its outside legal counsel will be given reasonable opportunity to review and comment upon the offering documents or any materials for rating agencies, in each case, prepared after the date hereof, that include information about the Company or any Company Subsidiary prepared in connection with the Debt Financing. Notwithstanding anything to the contrary in this Section 5.4, (i) nothing will require cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise be in conflict with the terms of the Company’s existing Indebtedness credit facilities, the indentures governing the Senior Notes or applicable law, (ii) no obligation of the Company or any of its Subsidiaries under any certificate, document, Contract will be effective until the Effective Time (including using commercially reasonable efforts to ensure that lenders other than any notices of prepayment and/or holders commitment terminations which are delivered by the Company not in contravention of the existing Indebtedness applicable agreement and conditioned upon the consummation of the Merger and delivered in accordance with Section 5.5) and, none of the Company or any of its Subsidiaries will be required to pay any commitment or other similar fee or incur any other liability in connection with the Parent Financing, including any Debt Transaction, prior to the Effective Time, (iii) none of the Company Board or board of directors (or equivalent bodies) of any Subsidiary thereof will be required to adopt or enter into any resolutions or take similar action approving the Parent Financing prior to the Effective Time, and their advisors (iv) none of the Company or any of its Subsidiaries will be required to provide, and consultants shall have sufficient access Parent will be solely responsible for (A) any description of all or any component of the Parent Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (B) projections, risk factors or other forward-looking statements relating to any component of the Parent Financing, (C) consolidating and other financial statements and data that would be required by Rule 3-09 or Rule 3-16 of Regulation S-K, (D) Item 402(b) of Regulation S-K and information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, and (E) the preparation of pro forma financial statements and any pro forma financial information relating to the proposed debt and equity capitalization in respect of the consummation of the Closing, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial statements. Parent will promptly reimburse the Company for any documented reasonable out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 5.4 (including expenses associated with attending meetings, presentations, road shows and due diligence presentations). In addition, Parent will indemnify, defend and hold harmless the Company and its Subsidiaries and its and their respective RepresentativesRepresentatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties (excluding, to the extent previously reimbursed, the costs, fees and expenses referred to in the immediately preceding sentence) suffered or incurred by any of them in connection with any Parent Financing and (b) upon reasonable notice any information used in connection therewith, except and at reasonable times solely to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and locationspenalties, participating in meetings and presentations with lenders and/or holders fees, costs or other liabilities are suffered or incurred as a result of the existing Indebtedness of the Company Company’s or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings its or sessionstheir Representatives’ gross negligence, as circumstances require) and (ii) with any required consents from bad faith, willful misconduct or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption material breach of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the Company (a) Seller shall use commercially its reasonable efforts to providebest efforts, and shall cause its Subsidiaries each of the Sale Entities to use their reasonable best efforts, and each of them shall use commercially their reasonable best efforts to cause its and their respective Representatives representatives to provideuse their reasonable best efforts, such to provide customary cooperation, at Parent’s sole cost and expense, as may be to the extent reasonably requested by Parent Buyer in writing, in connection with the offering, arrangement, syndication, consummation, issuance or sale of any Financing or Alternative Financing obtained in accordance with this Section 5.13 (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure provided that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will does not unreasonably interfere with the ongoing operations of Seller, the Company Sale Entities or any of its SubsidiariesAffiliates), cause including, to the extent so requested, using reasonable best efforts to: (i) furnish promptly to Buyer the Financing Information and such other financial information regarding the Sale Entities as is reasonably requested by Buyer in connection with the Financing and reasonably available to Seller; (ii) provide reasonable and customary assistance to Buyer and the Financing Parties in the preparation of, and provide information with respect to the Sale Entities customarily included in, (A) customary offering documents, offering memoranda, offering circulars, private placement memoranda, registration statements, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents for any portion of the Financing and (B) materials for rating agency presentations; (iii) cooperate with the marketing efforts of ▇▇▇▇▇ and the Financing Parties, including, to the extent applicable, obtaining representation or warranty and authorization letters and arranging for customary auditor consents for use of Company any Financial Information and other financial data in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.the marketing and offering documents;

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the Company The Sellers shall use commercially reasonable efforts to provide, and shall cause its the Companies, Subsidiaries and use commercially reasonable efforts to cause its and shall request their respective Representatives representatives (including legal and accounting advisors) to provide, such cooperationat Buyer’s cost, at Parent’s sole cost commercially reasonable cooperation in connection with the arrangement of any financing to be obtained by Buyer in connection with the Debt Financing including (a) participation in meetings, presentations, road shows, due diligence sessions and expensesessions with rating agencies; (b) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda and bank financing; (c) executing and delivering any credit, pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent in connection Buyer (i) with any evaluation or analysis of, or diligence including a certificate of the chief financial officer of the Companies and Subsidiaries with respect to, to solvency matters and consents of accountants for use of their reports in any materials relating to the existing Indebtedness Debt Financing) and otherwise reasonably facilitating the pledging of collateral (provided that no such pledge or security documents shall be effective until the Company or any of Closing); (d) furnishing Buyer and its Subsidiaries, including (a) reasonably financing sources as promptly furnishing any as practicable with financial and other pertinent and customary information regarding the Company Companies and its Subsidiaries as may be reasonably requested by Parent relating Buyer so as to allow Buyer to arrange for the existing Indebtedness preparation of such reports and resolutions from the Board of Directors of each U.K. Entity as may be required under Sections 155 to 158 (inclusive) of the Company or any of its Subsidiaries UK Companies ▇▇▇ ▇▇▇▇ (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective RepresentativesUK) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption giving by any UK Entity of financial assistance in connection with the Debt Financing; (d) requesting the auditor (the “Financial Assistance Auditor”) of any UK Entity referred to in the preceding sub-Section (c) to provide such accountants’ letters and reports as may be required for such purpose, subject to the provision, to the reasonable satisfaction of such Financial Assistant Auditor, of comfort regarding the future solvency of the existing Indebtedness relevant UK Entities; and (e) such other actions as may be reasonably requested in connection therewith. The Sellers hereby consent to the use of the Company by Parent (other than, for Companies’ and Subsidiaries’ logos in connection with the avoidance Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Companies or Subsidiaries or the reputation or goodwill of doubt, the Company Credit Facilities)Companies or Subsidiaries and their marks. Notwithstanding the foregoing, any to the extent a U.K. Entity is required to provide a resolution from its Board of Directors with respect to the Debt Financing or to the extent such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company UK Entity or any of its Subsidiariesdirectors is required to execute any document in connection with the Debt Financing , cause such resolutions shall be approved by the Board of Directors of such U.K. Entity comprised solely of members appointed by the Buyer and no director appointed by the Sellers shall be obliged to sign any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedsuch document for such purpose.

Financing Cooperation. Until (a) Prior to the earlier Closing, each member of the Closing and the termination of this Agreement pursuant to Article VIII, the Company Group shall use commercially its reasonable best efforts to provideto, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives managers, officers, employees, agents, advisors and representatives to provideuse reasonable best efforts to, provide to Buyer such cooperationcooperation as is reasonably requested by Buyer in connection with the arrangement and consummation of any debt financing to be incurred on the Closing Date in connection with the transactions contemplated hereunder (the “Debt Financing”), including (i) upon reasonable advance notice and normal business hours of the Company Group, causing appropriate senior officers of the Company Group to participate in a reasonable number of meetings and presentations (or other sessions with the Debt Financing Sources) reasonably required in connection with the Debt Financing, (ii) providing the Required Information; (iii) assisting with obtaining customary legal opinions, insurance certificates and endorsements and other customary documentation and items contemplated by the Debt Financing as reasonably requested by Buyer; (iv) assisting in the giving of guarantees and the granting of a security interest (and perfection thereof) in collateral, including obtaining releases of existing liens; (v) obtaining a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters, which certificate would be effective as of the Closing; (vi) furnishing no later than four (4) Business Days prior to the Closing all reasonably requested documentation and other information required by a Governmental Body under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company Group and solely to the extent requested at Parent’s sole cost least nine (9) days prior to the Closing; and expense(vii) assisting in the preparation, execution and delivery of one or more credit agreements, pledge and security documents (including customary schedules relating thereto) and other definitive financing documents as may be reasonably requested by Parent ▇▇▇▇▇. The Company Group hereby consent to the reasonable use of their logos, names, and trademarks in connection (i) with any evaluation the Debt Financing; provided, however, that such logos, names and trademarks are used solely in a manner that is not intended to or analysis of, reasonably likely to harm or diligence with respect to, disparage the existing Indebtedness Company Group or the reputation or goodwill of the Company Group or any of its Subsidiariestheir respective products, including (a) reasonably promptly furnishing services, offerings or intellectual property rights. The Company Group shall not be required, under the provisions of this Section 6.06 or otherwise in connection with the Debt Financing, to pay any pertinent commitment or other similar fee prior to the Closing that is not advanced or substantially simultaneously reimbursed by ▇▇▇▇▇. Buyer shall indemnify, defend, and customary information regarding hold harmless the Company Group from and its Subsidiaries as may be reasonably requested against any and all liabilities, losses, damages, claims and reasonable and documented out-of-pocket expenses suffered or incurred by Parent relating them in connection with the Debt Financing and their assistance to Buyer in connection with the Debt Financing and any information utilized in connection therewith except to the existing Indebtedness extent such liabilities, losses, damages, claims or expenses arose out of or resulted from (A) information furnished by or on behalf of the Company Group or (B) the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company Group or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their respective managers, officers, employees, agents, advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and representatives. (b) upon reasonable notice and at reasonable times and locations, participating The actions contemplated in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case this Section 6.05 with respect to the assumption of Debt Financing do not and shall not (i) require such cooperation from the existing Indebtedness Company Group to the extent that it would require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to incur any monetary liability, pay any fees, reimburse any expenses, or provide any indemnity, in each case, prior to the Closing that is not contingent on the Closing or for which Buyer is not obligated to reimburse or indemnify such Person under this Agreement, or take any action that directly and in and of itself results in a breach by Parent any member of the Company Group of this Agreement or cause any condition to closing set forth in Article II not to be satisfied, (ii) require the execution of any definitive agreement in respect of the Debt Financing by any member of the Company Group (other thanthan customary authorization and representation letters) which definitive agreement is not contingent upon the Closing, for (iii) require any director, manager or officer to execute or deliver any document or instrument: (A) other than in such person’s capacity as a director, manager or officer upon or following the avoidance Closing and solely on behalf of doubt, the applicable member of the Company Credit Facilities). Notwithstanding Group (and not in any personal capacity) or (B) if such person believes in good faith that any representation, warranty or certification contained therein is not true, (iv) require such cooperation to the foregoing, any such requested cooperation under this Section 6.13 will not extent it would unreasonably interfere with the operations of the Company Group or create a material risk of damage or destruction to any property or assets of any member of the Company Group, (v) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to be the issuer of any securities or issue any offering document prior to Closing, (vi) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to provide any information the disclosure of which is prohibited by applicable Law or contract (and which contract was not entered into for purposes of avoiding the obligations hereunder) (provided that such member of the Company Group will notify the Buyer that such information is being withheld and will use reasonable best efforts to provide such information in a manner that would not violate such applicable Law or contract), (vii) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to deliver any financial information in a form not reasonably able to be prepared by the Company Group, (viii) require any member of the Company Group or their respective managers, officers, employees, agents, advisors and representatives to take any action that is prohibited by Law, the Organizational Documents of any member of the Company Group (without giving effect to any amendment thereto entered into for the purposes of avoiding the obligations hereunder) or any material contract to which it is a party (and which contract was not entered into for purposes of its Subsidiariesavoiding the obligations hereunder) or (ix) require any member of the Company Group or their respective managers, cause officers, employees, agents, advisors and representatives to deliver any representation or warranty pro forma financial statements (it being understood that the foregoing shall not limit the obligations of the Company Group and their respective managers, officers, employees, agents, advisors and representatives to provide any historical information necessary for the Buyer to prepare such pro forma financial statements). (c) The Parties acknowledge and agree that the provisions contained in this Agreement Section 6.05 represent the sole obligation of each member of the Company Group and their respective managers, officers, employees, agents, advisors and representatives with respect to cooperation in connection with the arrangement of the Debt Financing to be breached obtained by Buyer with respect to the transactions contemplated hereby, and no other provision of this Agreement shall be deemed to expand or cause any modify such obligations. For the avoidance of doubt, neither the receipt nor the availability of the Debt Financing shall be a condition to the Buyer’s obligations under this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until (a) From the earlier of the Closing and the termination date of this Agreement pursuant to Article VIIIuntil the Closing, the Company shall use commercially its reasonable efforts to providebest efforts, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives Representatives, to provideuse reasonable best efforts, such to provide Buyer with all customary cooperation, at Parentthe Buyer’s sole cost and expense, reasonably requested by the Buyer in connection with the arrangement of any debt financing by the Buyer in connection with the transactions contemplated by this Agreement (the “Debt Financing”), including using reasonable best efforts for the following: (i) direct the appropriate senior officers of the Company to participate in, upon reasonable advance notice and at mutually agreeable times, a reasonable number of meetings, conferences calls, lender due diligence presentations, similar presentations to, and with, Debt Financing Sources (including direct contact between senior management and the other representatives of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand) and sessions with rating agencies or other customary syndication activities, (ii) if requested, designate one or more members of senior management of the Company to execute customary authorization letters with respect to the Debt Financing authorizing the distribution of information to prospective lenders or investors and containing customary representations with respect to any information memoranda, (iii) provide, on a confidential basis, to the Buyer and the Debt Financing Sources, the financial statements and such financial and operating information regarding the Company and its Subsidiaries reasonably requested by the Buyer in connection with the Debt Financing, (iv) assist the Buyer with the preparation of (but not execution and delivery prior to the Closing Date) of any definitive financing documents and customary officer’s certificates (including a customary solvency certificate from the chief financial officer of the Company) as may be reasonably requested by Parent the Buyer, provided that no obligation of the Company and its Subsidiaries under any such document or agreement shall be effective until the Closing, (v) reasonably cooperate with the Buyer in facilitating the pledge of collateral and delivering original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such pledging of collateral will be effective until at or after the Closing and that such delivery of originals shall occur at or after the Closing), (vi) provide, at least two (2) Business Days prior to Closing, the Payoff Letters and other documents reasonably requested by the Buyer and/or the Debt Financing Sources relating to the repayment of the Indebtedness for Borrowed Money to be paid off at Closing and the release of related guarantees and Liens in connection therewith, (ivii) provide, at least five (5) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries required by bank regulatory authorities under applicable “know-your-customer”, beneficial ownership, anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Buyer or any Debt Financing Source in writing, at least ten (10) Business Days prior to the Closing Date and (viii) provide assistance in obtaining all corporate, limited liability company or similar actions reasonably requested by the Buyer to permit the consummation of the Debt Financing; provided that nothing in this Agreement (including this Section 7.11) will require the Company or any of its Subsidiaries or their respective directors, officers and employees to (A) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or operations of the Company and its Subsidiaries, taken as a whole, (B) enter into or approve the Debt Financing or any definitive agreement, certificate or other document for the Debt Financing that would be effective prior to the Closing (other than customary authorization letters as set forth in clause (ii) above), (C) waive or amend any terms of this Agreement, (D) cause any condition set forth in Article VIII to not be satisfied, (E) give any indemnities that are effective prior to the Closing, (F) take any action that (I) conflicts with any evaluation Law or analysis ofthe organizational documents of the Company or any of its Subsidiaries existing on the date hereof, or diligence that conflicts with respect or would result in a breach of or a default under any Contract existing on the date hereof, (II) would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to allow for such access or disclosure to the extent that it does not result in a loss of any such attorney-client privilege) or (III) would require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Buyer will reimburse such cost, expense or fee), or (G) deliver any legal opinion or negative assurance letter; provided, further, that (x) no personal liability shall be imposed on any of the employees of any of the Company and its Subsidiaries involved in the foregoing cooperation and (y) the Company and its Subsidiaries will not be required to pay any commitment or other fees or reimburse any expenses in connection with the Debt Financing prior to the Closing. In addition, no action, Liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary authorization letters as set forth in clause (ii) above) will be effective until the Closing, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing. Nothing in this Section 7.11 will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion (including any accountants’ cold comfort letters or reliance letters) or take any other action under this Section 7.11 that could reasonably be expected to result in personal Liability to such officer or Representative or (B) the Company’s board of directors (or special committee or other governing body) to approve any financing or Contracts related thereto prior to the Closing. The Buyer shall (1) promptly on demand reimburse the Company and its Subsidiaries for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred or otherwise payable by the Company and its Subsidiaries or any of its respective Representatives in connection with their cooperation contemplated by this Section 7.11 and (2) indemnify and hold harmless the Company and its Subsidiaries, their Affiliates and their Representatives, successors and assigns of each of the foregoing Persons from and against any and all liabilities, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties, amounts paid in settlement or losses suffered or incurred by them in connection with the arrangement of the Debt Financing (including actions taken in accordance with this Section 7.11) or any information (other than information furnished by or on behalf of the Company and its Subsidiaries) utilized in connection therewith, except, in each case, to the extent arising from the willful misconduct, bad faith or gross negligence of the Company and its Subsidiaries or any of their respective Representatives, as determined in a final and non-appealable judgment by a court of competent jurisdiction. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the Debt Financing; provided, that such logos shall (x) be used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the existing Indebtedness Company and its Subsidiaries or their reputation or goodwill and (y) be used solely in connection with a description of the Company or any of its Subsidiaries, including its or their respective businesses and products, or the transactions contemplated hereby. (ab) reasonably promptly furnishing any pertinent and customary All non-public or other confidential information regarding provided by the Company and Company, its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts respective Representatives pursuant to ensure this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that lenders and/or holders of the existing Indebtedness of the Company Buyer will be permitted to disclose such information to any financing sources or any of its Subsidiaries and their advisors and consultants shall have sufficient access prospective financing sources that are or may become parties to the Company and its Subsidiaries and its and Debt Financing (and, in each case, to their respective Representativescounsel and auditors) and so long as such Persons (bi) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of agree to be bound by the existing Indebtedness of the Company Confidentiality Agreement as if parties thereto or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from are subject to customary confidentiality arrangements no less restrictive than the Confidentiality Agreement, including customary “click-through” or agreements with lenders or noteholders, or any internal reorganization transactions, similar confidentiality arrangements used in each case with respect financings similar to the assumption of the existing Indebtedness of the Company by Parent contemplated Debt Financing. (other than, for the avoidance of doubt, the Company Credit Facilities). c) Notwithstanding the foregoing, compliance by the Buyer with this Section 7.11 shall not relieve the Buyer of its obligations to consummate the Transactions whether or not the Debt Financing is available, and the Buyer acknowledges and agrees that obtaining the Debt Financing is not a condition to the Closing or any such requested cooperation other obligations of the Buyer under this Section 6.13 will not unreasonably interfere with the operations of the Company Agreement or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedother Transaction Document.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIAgreement, the Target shall, shall cause each other Company shall use commercially reasonable efforts to provideto, and shall cause its Subsidiaries and use commercially reasonable best efforts to cause its and their respective Representatives to provideofficers, directors, employees, agents and representatives to, provide such cooperationcooperation as is reasonably required and customary in connection with the Debt Financing, at ParentPurchaser’s sole cost and expense, including (x) taking such action as may be reasonably requested by Parent in connection (i) Purchaser to facilitate the attachment or perfection on the Closing Date substantially simultaneously with any evaluation or analysis of, or diligence with respect to, immediately after the existing Indebtedness Closing of the Company or any Financing Sources’ security interest in the equity interests of its Subsidiaries, the Companies and of the Georgia C-Corporation and in the assets of the Companies (including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating assets acquired pursuant to the existing Indebtedness of the Company or any of its Subsidiaries transactions contemplated by Section 7.02(j)), (including y) using commercially reasonable efforts to ensure that lenders and/or holders assist Purchaser with lien terminations in connection with the payment or discharge of Indebtedness contemplated by the Pay-Off Letters and the consummation of the existing Indebtedness transactions contemplated by Section 7.02(j), and (z) delivering to Purchaser such documentation and other information requested by the Financing Sources in connection with applicable “beneficial ownership,” “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and 31 C.F.R. §1010.230; provided, that the Companies shall not be required in connection with the Debt Financing to (A) pay any amount of any kind arising from or with respect to the Debt Financing, including any commitment or other similar fee, (B) incur any liability of any kind prior to the Closing, (C) enter into any binding agreement or commitment in connection with the Debt Financing that is effective prior to the consummation of the Company Closing on the Closing Date or (D) take any action that would (i) interfere with the ongoing operations of its Subsidiaries and their advisors and consultants shall have sufficient access the Companies, (ii) cause any representation, warranty, covenant or other obligation of the Companies in this Agreement or in any other existing contract, document, agreement or arrangement to be breached, or (iii) cause any director, officer or employee of the Company and its Subsidiaries and its and their respective Representatives) and Companies to incur or purport to incur any personal liability or to take any action or refrain from taking any action the taking or failure to take which is reasonably believed by such director, officer or employee to violate such person’s fiduciary or other duties. (b) Purchaser shall (i) reasonably promptly upon written request, reimburse the Target for all reasonable notice and at documented out-of-pocket costs and expenses (including reasonable times and locations, participating documented attorney’s fees and expenses) incurred by the Companies in meetings and presentations connection with lenders and/or holders of performing the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances requireTarget’s obligations under Section 6.24(a) and (ii) indemnify, defend and hold harmless the Companies and their respective officers, directors, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, documented out-of-pocket costs and expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any required consents from or agreements with lenders or noteholdersthe Debt Financing, or any internal reorganization transactions, in each case with respect except to the assumption extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties are a result of the existing Indebtedness bad faith, gross negligence or willful misconduct of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations indemnified person, as determined by a court of the Company or any of its Subsidiariescompetent jurisdiction in a final, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiednon-appealable decision.

Financing Cooperation. Until (a) During the earlier of period from the Closing and the termination date of this Agreement to the Effective Time, the Parties shall cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with their respective indentures, credit agreement and other documents governing or relating to Indebtedness, in each case, with respect to any financing matters in connection with the Transactions. (b) The Parties acknowledge and agree that, prior to the Effective Time, it may be necessary for Parent and/or the Company to enter into financing transactions (including the retirement of existing Indebtedness and/or producing amendments, modifications or consents in relation to existing Indebtedness) for the purposes of obtaining consent for any “change of control” (or equivalent transaction) that may arise as a result of the Transactions or to otherwise modify, prepay or repay such Indebtedness to accommodate the legal and operational needs of the Parties as a result of the Transactions (any such financing transaction, a “Pre-Merger Financing Transaction”). In connection with any Pre-Merger Financing Transaction, each of the Company (with respect to itself and its Subsidiaries) and Parent (with respect to itself and its Subsidiaries) agree, to the extent requested in writing by the other, to cooperate with respect to, and use their reasonable best efforts to provide such information to the other as may be necessary or desirable in connection with, the structuring, marketing and execution of any Pre-Merger Financing Transaction, including (A) participating in a reasonable number of meetings and due diligence sessions in connection with any Pre-Merger Financing Transaction to be held at times mutually agreed by the Parties and which participation may be by videoconference, (B) assisting with the preparation of any portion of the disclosure in relation to any Pre-Merger Financing Transaction that relates to the Merger or the transactions contemplated by this Agreement (including any financial information and operational data); provided that no Party shall be required to deliver any pro forma, projected or forward looking information (other than financial information necessary for the preparation of pro forma financial statements) and (C) delivering, or procuring the delivery of, such information, certificates, representation letters and other documents as may be reasonably necessary for the closing of any such Pre-Merger Financing Transaction. (c) Notwithstanding anything to the contrary in this Section 8.12, neither the Company nor Parent shall be required to disclose any information pursuant to Article VIIIthis Section 8.12 to the extent that (A) in the reasonable good faith judgment of such Party, the information is subject to confidentiality obligations to a third party or (B) disclosure of any such information or document would result in the loss of attorney-client privilege, attorney work product or other relevant legal privilege; provided that, with respect to clauses (A) through (B) of this Section 8.12, the Company or Parent, as applicable, shall use its commercially reasonable efforts to provide(1) obtain the required consent of any third party necessary to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the other Party and (3) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without jeopardizing such privilege. (d) Notwithstanding anything to the contrary in this Section 8.12, neither the Company nor Parent shall cause its Subsidiaries and use commercially reasonable efforts be (A) obligated to cause its and their respective Representatives provide any financial (or other) information that (1) is not produced in the ordinary course of business, (2) is not required to provide, be provided pursuant to the terms of the documentation governing the Indebtedness of such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis ofParty, or diligence (3) cannot be produced or provided without unreasonable cost or expense; (B) required to take any action other than at such other Party’s request and with respect toreasonable prior notice; (C) required to take any action that would conflict with, the existing Indebtedness violate or result in a breach of the Company or default under its organizational documents or any material contract or law to which it or its property is bound; (D) required to take any action that could subject any director, manager, officer or employee of its Subsidiaries, including such Party to any actual or potential personal liability; (aE) reasonably promptly furnishing required to take any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure action that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating it determines in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not good faith would unreasonably interfere with the ongoing commercial operations of the Company or any of such Party and its Subsidiaries, ; (F) required to take any action to the extent it could cause any representation or warranty of Company in this Agreement to be breached or breached, cause any condition to this Agreement the Closing set forth in Article IX to fail to be satisfied or otherwise cause any breach of this Agreement; and (G) required to deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters in connection with any Pre-Merger Financing Transaction. (e) Parent and the Company shall reasonably cooperate (i) to obtain customary payoff letters from the holders of any Indebtedness which the Parties reasonably determine to be necessary or advisable to repay in connection with the Merger and (ii) to make arrangements for such holders of Indebtedness to deliver to Parent, subject to the prior receipt of the applicable payoff amounts, releases of all related Liens and terminations of all related guarantees at, and subject to the occurrence of, the Closing. (f) Notwithstanding the foregoing, it is expressly understood and agreed that the Parties’ obligation to consummate the Merger and the Transactions are not subject to a financing condition or contingent upon the results of either Party’s efforts to consummate any Pre-Merger Financing Transaction. (g) Notwithstanding anything to the contrary in this Agreement, any breach of or non-compliance with this Section 8.12 by the Parties shall not be taken into account in determining whether the conditions to the consummation of the transactions contemplated by this Agreement set forth in Article IX have been satisfied, and the sole remedy for a breach of this Section 8.12 shall be the rights of specific performance set forth in Section 11.11.

Financing Cooperation. Until (a) Subject to the earlier of the Closing and the termination of limitations set forth elsewhere in this Agreement pursuant to Article VIIISection 6.13, the Company shall use commercially reasonable efforts provide to provideDLR, and shall cause its Subsidiaries the respective officers and employees of the Company, and use commercially its reasonable best efforts to cause its the Representatives of the Company to provide to DLR, at DLR’s sole expense, all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with any (i) unsecured third party financing transaction, (ii) any private or public offering of securities of DLR or DLR OP (including, without limitation, DLR Common Stock, preferred stock or debt securities), (iii) any offer to exchange securities of the Company or any Company Subsidiary for any securities of DLR or any DLR Subsidiary but only to the extent effective on or after the Closing (an “Exchange Offer”), or (iv) the consent solicitation and/or redemption of the Notes contemplated by Sections 6.13(e), (f) and their respective Representatives (g), in each case, that DLR or DLR OP may pursue in good faith prior to providethe Partnership Merger Effective Time. DLR and the Company shall cooperate and use reasonable best efforts to obtain customary payoff letters and lien releases with respect to existing indebtedness of the Company and the Company Subsidiaries that DLR or DLR OP intends to repay in full at Closing, subject to the occurrence of the Closing. (b) With respect to the financing contemplated in Section 6.13(a), such cooperationcooperation shall include using its reasonable best efforts to: (i) furnish to DLR upon request by DLR all information with respect to business, at Parent’s sole cost operations, financial condition, projections and expense, prospects of the Company as may be reasonably requested by Parent DLR or any third party financing source, including all financial statements, financial data and other information regarding the Company and the Company Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of DLR or DLR OP (including for use in DLR’s or DLR OP’s preparation of pro forma financial statements), including updates to any such information as may be reasonably requested by DLR (including so as to remain current pursuant to Rule 3-12 under Regulation S-X); (ii) request the Company’s independent accountants to prepare and deliver “comfort letters,” dated the date of each final offering document used in connection with any securities offering by DLR (with appropriate bring-down comfort letters delivered on each closing date of any such offering, including in connection with the exercise of an option to purchase additional securities of DLR), in compliance with professional standards (including providing “negative assurance” comfort and AU 722, Interim Financial Information (or successor standard) review of interim financial statements) and otherwise on terms reasonably acceptable to DLR; (iii) provide representative letters to the Company’s independent accountants; (iv) request the Company’s independent accountants to provide consent to use of their reports in materials relating to any financing, including SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon in accordance with normal customary practice; and (v) provide documentation and other information that debt financing sources reasonably determine is necessary under applicable “know your customer” and anti-money laundering rules and regulations. (c) Nothing in this Section 6.13 shall require the Company or the Company Subsidiary: (i) to pay any reimbursable fee or incur any liability in connection with any evaluation of the financing activities contemplated by Section 6.13; (ii) take any action that would unreasonably interfere with the ongoing operations of the Company or analysis any Company Subsidiary in any material respect; (iii) to provide such cooperation to the extent it would cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement; (iv) to take any action that will conflict with or violate its respective organizational documents or any applicable laws or result in the contravention of, or diligence would reasonably be expected to result in a material violation of, or material default under, any contract to which the Company or any Company Subsidiary is a party or the respective indentures governing the applicable series of Notes (as defined below); (v) prepare separate financial statements for any Company Subsidiary (other than the Company Operating Partnership) or change any fiscal period, or (vi) with respect to an Exchange Offering, to enter into any document, agreement or other instrument that will be effective prior to the Closing. No personal liability shall be imposed on any officers, directors or other Representatives of the Company. (d) DLR shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to third parties (including advisor’s fees and expenses) incurred by the Company or Company Operating Partnership in connection with the cooperation provided or other action taken by Company or Company Operating Partnership pursuant to this Section 6.13 and indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by them in connection with any such financing transaction or public offering, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 6.13; 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. (e) The Company Operating Partnership shall, if requested by DLR, as soon as reasonably practicable after the date of this Agreement, use its reasonable best efforts to commence a consent solicitation with respect to any or all of (x) the Company Operating Partnership’s outstanding 5.875% senior unsecured notes due 2021 (the “2021 Notes”) and (y) the Company Operating Partnership’s outstanding 5.625% senior unsecured notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”), on such terms and conditions as may be specified by DLR to amend or waive, or obtain consent under, certain provisions of the respective indentures governing each series of Notes, which amendments, waivers or consents may include the elimination of all or substantially all of the restrictive covenants and certain other provisions (including, without limitation, provisions that would require the Company Operating Partnership to offer to repurchase the outstanding Notes as a result of any “Change of Control” (as defined in the applicable indenture) occurring in connection with the transactions contemplated by this Agreement) (the “Notes COC Consents”) contained in the respective indentures governing such series of Notes that can be eliminated upon the favorable vote of the holders of a majority of the principal amount thereof (the “Consent Solicitations”). Any documentation relating to any Consent Solicitation (including all amendments or supplements thereto) (the “Solicitation Documents”) and all material requested to be published or mailed to the holders of the Notes in connection with any Consent Solicitation shall be subject to the prior review of (which review shall be made as promptly as reasonably practicable), and comment by the Company and shall be reasonably acceptable to the Company; provided that, in any event, the parties hereby agree that promptly upon expiration of any Consent Solicitation, assuming the requisite consents have been received with respect to such series of Notes, the Company Operating Partnership and the guarantors thereto shall execute a supplemental indenture to the respective indentures governing each series of Notes and shall use reasonable best efforts to cause the trustee under each such indenture to enter into such supplemental indenture prior to or substantially simultaneously with the execution thereof by the Company Operating Partnership and the guarantors party thereto. Any amendment to an indenture contemplated by any Consent Solicitation (other than any Notes COC Consent) shall revert to the form in effect prior to the effectiveness of any such amendment and be of no further effect if the Closing does not occur. (f) If at any time prior to the completion of any Consent Solicitation any information should be discovered by the Company or DLR that the Company or DLR reasonably believes should be set forth in an amendment or supplement to the Solicitation Documents, so that the Solicitation Documents shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement prepared by DLR and reasonably acceptable to the Company describing such information shall be disseminated by or on behalf of the Company Operating Partnership to the holders of the applicable Notes. (g) DLR shall select and pay the fees and out-of-pocket expenses of any dealer manager, information agent, depositary, trustee or other agent retained in connection with any Consent Solicitation (in each case reasonably acceptable to the Company), and pay all consent fees (or provide the Company with the funds required therefor in advance of the required payment thereof) payable in connection with any Consent Solicitation. At DLR’s expense, the Company shall use its reasonable best efforts, and shall cause the other Company Subsidiaries to use their reasonable best efforts to, provide all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with the existing Indebtedness Consent Solicitations, including, without limitation, (i) executing supplemental indentures to the applicable indentures governing each series of Notes, (ii) using reasonable best efforts to cause the trustee under each such indenture to enter such supplemental indenture prior or substantially simultaneously with execution thereof by the Company Operating Partnership and the guarantors party thereto and (iii) providing the information necessary to distribute the applicable Solicitation Documents to the holders of the applicable series of Notes. If requested by DLR in writing in connection with any Consent Solicitation with respect to the Notes, the Company and the Company Subsidiaries shall use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, deliver legal opinions in customary form and scope relating to the Company, the Company Subsidiaries and/or the indentures governing the Notes required in connection with the Consent Solicitations. The Company and the Company Subsidiaries shall, if requested by DLR at DLR’s expense, use their reasonable best efforts, or shall use their reasonable best efforts to cause their counsel to, provide all cooperation reasonably requested by DLR that is necessary or reasonably required in connection with a redemption of either or both series of Notes and the satisfaction and discharge of the respective indentures governing each series of Notes, including, without limitation, (i) delivering to the trustee under the respective indenture governing each series of Notes (each, as applicable, the “trustee”) a notice of redemption with respect to each such series of Notes to be delivered to the holders of each such series of Notes, (ii) requesting a nationally recognized firm of independent public accountants to deliver a written certificate to the trustee regarding the sufficiency of funds or U.S. government obligations deposited in trust to pay principal of and interest on such series of Notes to redemption and to pay all other sums payable under the respective indenture governing such series of Notes, (iii) delivering to the trustee officers’ certificates and opinions of counsel in each case stating that all conditions precedent provided for in the respective indenture governing each series of Notes relating to the satisfaction and discharge of such indenture have been complied with and (iv) requesting that the trustee acknowledge in writing such satisfaction and discharge. (h) All non-public or other confidential information provided by the Company or any of its SubsidiariesRepresentatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, including (a) reasonably promptly furnishing that DLR and DLR OP shall be permitted to disclose such information to any pertinent third party financing sources or prospective third party financing sources and other financial institutions and investors and to their respective counsel and auditors subject to customary information regarding the Company and its Subsidiaries as may be reasonably requested confidentiality arrangements for use by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders them of such information in connection with providing the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company financing contemplated by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere in connection with the operations Transactions. (i) The Parties acknowledge and agree that consummation of the Company any financing transaction, public or any private offering, Exchange Offer, consent solicitation and/or tender of its Subsidiaries, cause any representation or warranty of Company in Notes contemplated by this Agreement to be breached or cause any Section 6.13 is not a condition to this Agreement any Party’s obligation to fail to be satisfiedconsummate the Mergers.

Financing Cooperation. Until (a) Prior to the earlier of the Closing Effective Time and the valid termination of this Agreement pursuant to Article VIIIin accordance with ARTICLE VII, the Company shall use commercially its reasonable best efforts to provide, provide (and shall cause its Subsidiaries each Subsidiary of the Company and use commercially reasonable efforts to cause direct its and their respective Representatives to use reasonable best efforts to provide) such cooperation in connection with the arrangement of the Financing as is reasonably requested by Parent; provided, that the Company shall in no event be required to provide such cooperationassistance to the extent it would unreasonably interfere with the business or operations of the Company and its Subsidiaries. Such assistance shall include using reasonable best efforts to assist Parent in connection with arranging the Debt Financing, including using reasonable best efforts to do the following, each of which shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense: (i) deliver to Parent the Debt Financing Deliverables; (ii) facilitate and assist in the preparation and negotiation of the Debt Financing Documents, including one or more credit agreements, pledge and security agreements, guarantees, certificates (including a solvency certificate) and other definitive financing documents as may be reasonably requested by Parent (including furnishing all (A) information relating to the Company and its Subsidiaries and their respective businesses to be included in connection any schedules thereto or in any perfection certificates and (iB) with stock certificates and any evaluation or analysis ofother pledged collateral to the extent held by the Company and its Subsidiaries); provided, or diligence with respect tothat (x) the foregoing documentation (or, as applicable, the existing Indebtedness pledge of such pledged collateral) (other than the customary authorization letters described herein) shall be subject to the occurrence of the Closing and become effective no earlier than the Effective Time, and (y) in no event shall the Company or any of its Subsidiariesofficers, including director or employees (aother than Persons continuing in such roles after Closing) reasonably promptly furnishing be required to approve, ratify or execute any of the Debt Financing Documents (other than the customary authorization letters described herein) prior to the consummation of the Merger (unless contingent on the consummation of the Merger); (iii) make available to Parent, its advisors and its Financing Sources such financial and other pertinent and customary information regarding the Company and its Subsidiaries each Subsidiary of the Company as may be reasonably requested by Parent relating Parent, its advisors or its Financing Sources, including (I) the financial statements and other information necessary to satisfy the conditions set forth in paragraph 5 of Exhibit C of the Debt Commitment Letter, (II) unaudited financial statements of the Company for each fiscal quarter of the Company ended forty-five (45) days prior to the existing Indebtedness Closing and the audited financial statements of the Company for any fiscal year of the Company ended ninety (90) days prior to the Closing; (III) such information as is necessary to allow Parent, its advisors and its Financing Sources to prepare pro forma financial statements and (IV) customary authorization letters; and (iv) assist with the preparation of lender and investor presentations, rating agency presentations, bank information memoranda, marketing materials and other similar documents and materials in connection with the Debt Financing, participate in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions (in each case, including via video conference) with providers or potential providers of the Debt Financing and ratings agencies and otherwise assist in the marketing efforts of Parent and its Financing Sources; provided, that nothing in this Section 5.19 shall require (w) any such action to the extent it would (1) unreasonably interfere with the business or operations of the Company or require the Company to agree to pay any fees, reimburse any expenses or give any indemnities, in any case prior to the Closing, for which Parent does not promptly reimburse or indemnify it, as the case may be, under this Agreement, (2) require the Company, or any of its Subsidiaries or their respective Representatives to execute, deliver or enter into any Debt Financing Document (other than the customary authorization letters described herein (provided that any confidential information memoranda or marketing materials distributed in connection therewith shall include language that exculpates the Company, each of its Subsidiaries and their respective Representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in such confidential information memoranda or marketing materials)) prior to the Closing and consummation of the Merger, or (3) require the Company to deliver or cause the delivery of any Debt Financing Document or take any other action prior to the Closing and consummation of the Merger that would reasonably be expected to result in liability to the Company or its Representatives in connection with the Financing, (x) any of the board of directors (or other similar governing body) of the Company or any of its Subsidiaries (including using commercially reasonable efforts other than Persons continuing in such roles after Closing) to ensure that lenders and/or holders adopt resolutions approving the Debt Financing Documents prior to the Closing and consummation of the existing Indebtedness Merger (and any such adoption or approval at Closing shall be performed by such board of directors (or other similar governing body) as constituted after the Effective Time and Closing), and (y) the Company or any of its Subsidiaries to provide any information to the extent it would (1) violate applicable Law or the provisions of any Contract not entered into in contemplation hereof (including any confidentiality agreement or similar agreement or arrangement) to which the Company or any of its Subsidiaries is a party, (2) jeopardize any attorney-client or other legal privilege or (3) violate any applicable confidentiality obligation of the Company or any of its Subsidiaries not entered into in contemplation hereof so long as that the Company provides Parent written notice of any information so withheld and reasonably cooperates with Parent in seeking to allow disclosure of such information in a manner that is not reasonably likely to violate such applicable Law or Contract, jeopardize such attorney-client or other legal privilege or violate any such confidentiality obligation. (b) Parent shall indemnify and hold harmless the Company and its Subsidiaries, and each of their advisors respective Representatives, from and consultants against any and all losses incurred in connection with the Financing or any information, assistance or activities provided under this Section 5.19, except to the extent arising from (i) any material inaccuracy of any historical information furnished in writing by or on behalf of the Company or its Subsidiaries, including financial statements or (ii) the gross negligence, fraud, bad faith or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Parent shall have sufficient access to reimburse the Company and its Subsidiaries for any reasonable, documented out-of-pocket third party costs and expenses incurred by the Company and its Subsidiaries and its and each of their respective RepresentativesRepresentatives in connection with the Financing or such assistance under this Section 5.19. (c) and The Company hereby consents to (bi) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders the use of the existing Indebtedness of financial statements and other information provided under this Section 5.19 in connection with the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) Debt Financing and (ii) the use of the logos of the Company and each of its Subsidiaries in connection with the Debt Financing; provided, that such logos shall be used solely in a manner that would reasonably be expected to harm, disparage or otherwise adversely affect the Company and/or its Subsidiaries or their reputation or goodwill. (d) Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 6.2(b), as applied to the Company’s obligations under this Section 5.19, shall be deemed to be satisfied unless a proximate cause of the Debt Financing having not been obtained is (i) the Company, its Subsidiaries or their respective Representatives having breached the obligations under this Section 5.19 in any required consents from material respect, (ii) Parent having notified the Company of such breach in writing, detailing reasonable steps that comply with this Section 5.19 in order to cure such breach and (iii) the Company, its Subsidiaries or agreements their respective Representatives having not taken such steps or otherwise cured such breach a reasonably sufficient time prior to the End Date for Parent (in its reasonable determination) to consummate the Debt Financing. (e) All Information (as such term is defined in the Confidentiality Agreement) obtained by Parent or its representatives shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to Parent’s or its Affiliates’ Financing Sources, rating agencies and prospective lenders or noteholders, or any internal reorganization transactions, and investors in connection with the arrangement and/or syndication of the Financing subject to each case prospective recipient’s entering into customary confidentiality undertakings with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedinformation.

Financing Cooperation. Until Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIInitial Closing, the Company Seller shall use commercially reasonable efforts to provideReasonable Efforts, and shall cause its Subsidiaries and use commercially reasonable efforts Reasonable Efforts to cause its officers, management employees and their respective Representatives (at the Purchaser’s cost) advisors (including legal and accounting) to provideprovide the Purchaser with such cooperation and assistance as the Purchaser may reasonably request in connection with reasonable due diligence access to the Business in connection with the financing of the Purchase Price and the Purchaser’s working capital requirements for the transactions contemplated under this Agreement (the “Financing”), in order to allow the Purchaser and DragonWave to comply with its obligations under applicable Laws or regulations. The Seller shall not be required to prepare any additional financial information or reporting for these purposes and the Seller does not give any warranty or representation in respect of any management reporting. For clarity, such cooperation, at Parent’s sole cost cooperation and expense, as may assistance shall be reasonably requested by Parent in connection limited to (i) participating in a reasonable number of meetings (but not including meetings and due diligence sessions with any evaluation or analysis of, or diligence with respect to, prospective lenders unless the existing Indebtedness Seller agrees to such meetings); (ii) the provision of historical unaudited financial statements of the Company Business; and (iii) using Reasonable Efforts to procure cooperation of the auditors of the Seller, at the Purchaser’s cost, to assist with the syndication of the senior bank credit facilities of the Purchaser or any Affiliate of its Subsidiariesthe Purchaser and any financing. The Purchaser acknowledges that nothing in this Section 5.12 shall in any way limit the Purchaser’s obligations under this Agreement in the event of any failure to obtain the Financing for whatever reason. Further, including (a) reasonably promptly furnishing in no event will the Seller be liable to the Purchaser or any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent other Person for any matter relating to the existing Indebtedness of the Company Financing, including any representation, warranty, covenant, agreement, undertaking or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating promise made in meetings and presentations connection with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedFinancing.

Financing Cooperation. Until (a) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries to, cause their respective officers and employees and use commercially reasonable efforts to cause its and their respective Representatives advisors, including legal and accounting advisers, to providecooperate with the Parent in connection with the arrangement of the Debt Financing to the extent customary and reasonably requested by the Parent, such cooperation, at including using commercially reasonable efforts to (i) furnish the Parent and its financing sources (including the Financing Sources) as promptly as reasonably practicable following the Parent’s sole cost request, with information (other than financial information, which is covered by clause (ii) below) regarding the Company Parties (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and expenseprospects of the Company Parties) customary for the arrangement of loans contemplated by the Debt Financing, to the extent reasonably available to the Company and reasonably requested in writing by the Parent to assist in preparation of customary information documents or lender presentations (as applicable) relating to such arrangement of loans, and including all information and data that is reasonably necessary to satisfy the conditions set forth in the Commitment Letter (other than financial information, which is covered by clause (ii) below) (collectively, the “Marketing Material”), (ii) furnish to the Parent and its financing sources (including the Financing Sources), as promptly as practicable, all financial statements, pro forma financial statements and other financial data and financial information of the Company Parties, in each case, to the extent reasonably available to the Company and reasonably requested by the Parent to the extent required under the Commitment Letter to consummate the Debt Financing at the time the Debt Financing is to be consummated, including (A) all information and data that is reasonably necessary to satisfy the conditions set forth in paragraphs 5 and 6 of Exhibit C to the Commitment Letter and (B) audited, interim and other financial statements and all customary information to be included in a bank information memorandum or customary offering memorandum, or as otherwise required in connection with the financings contemplated by the Commitment Letter (the information, data, financial statements, pro forma financial statements, business and other financial data and financial information referred to in this clause (ii), together with the authorization letters referred to in clause (xii) below, shall constitute the “Financing Information”), (iii) cause senior management of the Company to participate at reasonable times and upon reasonable notice in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of the Debt Financing, drafting sessions, presentations, and due diligence sessions, (iv) reasonably assist the Parent and the Financing Sources in the preparation of bank information memoranda, offering memoranda, private placement memoranda and similar documents for any portion of the Debt Financing, (v) obtain title insurance surveys, comfort letters and legal opinions reasonably requested by the Parent, furnish to the Parent and the Financing Sources such documentation and other information regarding the business of the Company Parties required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations necessary to satisfy the condition set forth in paragraph 7 of Exhibit C to the Commitment Letter, (vi) deliver any customary credit agreements and pledge and security documents and otherwise reasonably facilitate the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) and documents as may be reasonably requested by the Parent in connection (i) with provided that no obligation of any evaluation Company Party under any such agreement or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which other financing document shall be telephonic or virtual meetings or sessionseffective until the Effective Time), as circumstances require(vii) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case obtain customary authorization letters with respect to the assumption bank information memoranda (including, without limitation, customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders) and consents of accountants to the use of their reports in any materials relating to the Debt Financing, (viii) reasonably assist in (A) the preparation and execution of one or more credit agreements, purchase agreements, currency or interest hedging agreements or (B) the amendment of any of the Company Parties’ currency or interest hedging agreements, in each case, on terms that are reasonably requested by the Parent in connection with the Debt Financing, (ix) cooperate reasonably with the due diligence of the Financing Sources to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company Parties, (x) take such actions as are reasonably requested by the Parent or the Financing Sources to facilitate the satisfaction of all conditions precedent to obtaining the Debt Financing set forth in the Commitment Letter to the extent within the control of the Company Parties (including (A) delivery to the Parent of the stock certificates of the Company Parties, if any, and (B) corporate actions to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company at Closing) and (xi) to the extent required by the Commitment Letter, take all actions as may be required or reasonably requested by the Parent or the Financing Sources in connection with the repayment of the existing Indebtedness third-party indebtedness for borrowed money of the Company by Parent Parties and the termination or release of all commitments or security interests related thereto, which repayment shall occur substantially concurrently with the Closing. (other than, for b) Notwithstanding anything in this Section 5.18 to the avoidance of doubtcontrary, the Company Credit FacilitiesParties shall not be obligated to provide any Marketing Material or Financial Information the disclosure of which is prohibited by applicable Law or confidentiality obligations (to the extent not entered into in contemplation hereof), the Company Parties shall only be obligated under this Section 5.18 to deliver such Marketing Material and Financial Information to the extent they may be obtained from the books and records of the Company Parties without undue burden or expense, and in no event shall the Financial Information be deemed to include or shall the Company Parties otherwise be required to provide pro forma financial statements or pro forma adjustments related to the Debt Financing. Notwithstanding the foregoing, The Company Parties shall not be required to provide any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause 5.18 that (i) causes any representation or warranty of the Company Parties in this Agreement to be breached breached, or cause (ii) causes any closing condition to this Agreement set forth in Article VI to fail to be satisfiedsatisfied or otherwise causes the breach of this Agreement or any Contract to which any Company Party is a party. In no event shall any Company Party be in breach of this Agreement because of the failure to deliver any Marketing Material or Financial Information pursuant to this Section 5.18 that is not currently readily available to the Company Parties on the date hereof or is not otherwise prepared in the ordinary course of business of the Company Parties at the time requested by the Parent or for the failure to obtain review of any of the Financial Information by its accountants. (c) In no event shall any Company Party be required to pay any commitment or similar fee or incur any Liability (including due to the act or omission of any Company Party or any of their respective directors, officers, employees or Representatives) or expense in connection with assisting the Parent in arranging the Debt Financing or as a result of any information provided by the Company Parties or any of their respective directors, officers, employees or Representatives in connection therewith. The Parent shall (i) promptly upon request by the Company, reimburse the Company for all out-of-pocket costs incurred in good faith by the Company Parties in connection with such cooperation and (ii) indemnify and hold harmless the Company Parties and their respective directors, officers, employees and Representatives from and against any and all losses, damages, liabilities, claims and other costs and expenses suffered or incurred by them in connection with the arrangement of the Debt Financing or providing any of the information utilized in connection therewith, other than any such losses, damages, liabilities, claims or other costs and expenses to the extent resulting from the gross negligence, willful misconduct or material breach of this Agreement by any of the foregoing. (d) The Company Parties will use commercially reasonable efforts to provide to the Parent and the Financing Sources such information as may be necessary so that the Financing Information and Marketing Material is true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially reasonable efforts to provideto, and shall cause each of its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provideuse its and their commercially reasonable efforts to, such cooperation, at Parent’s sole cost provide all cooperation and expense, as may be assistance reasonably requested by Parent in connection with the Debt Financing and any replacement, amended, modified, supplemental or alternative financing (including one or more offerings of non-convertible debt securities, convertible debt securities and/or equity securities to be issued or incurred in lieu of or supplemental to any bridge facility contemplated by the Debt Commitment Letter or pursuant to any “market flex” or “securities demand” provisions relating thereto) (all of the foregoing, together with the Debt Financing, the “Anticipated Financings”), including using commercially reasonable efforts to: (i) furnish Parent, promptly following Parent’s reasonable request, with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any such pertinent and customary information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages or disclosure documents regarding the business and operations of the Company and its Subsidiaries) as is necessary or customary and as may be reasonably requested by Parent for the arrangement or marketing of any Anticipated Financing or for the preparation of any syndication, offering or other similar marketing materials and/or disclosure documents or rating agency or lender presentations (and otherwise assisting Parent in procuring customary corporate and facilities ratings), bank information memoranda (including a version that does not include material non-public information regarding the Company and its Subsidiaries) and similar documents relating to, or required in connection with, any Anticipated Financing, and including (A) within 45 days after the end of each fiscal quarter of the Audit Subsidiary ending after September 30, 2020 and prior to the End Date, the unaudited consolidated balance sheet of the Audit Subsidiary as of the end of each such fiscal quarter and the related unaudited consolidated statements of comprehensive income, changes in members’ capital and cash flows of the Audit Subsidiary for each such quarter and the elapsed portion of the fiscal year then-ending, in each case prepared in accordance with GAAP applied on a consistent basis and (B) information with respect to the Company and its Subsidiaries as may be reasonably necessary in order for Parent to prepare customary pro forma consolidated balance sheets and related pro forma consolidated statements of income; (ii) participate in a reasonable number of conference calls with the Financing Sources and prospective lenders, investors and purchasers of any Anticipated Financing and reasonably cooperate with the marketing and due diligence efforts of Parent and the Financing Sources, in each case in connection with any Anticipated Financing; (iii) in connection with any offering of securities, direct the Audit Subsidiary’s auditors to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent with respect to financial information of the Audit Subsidiary included in any offering documents relating to any Anticipated Financing in which the existing Indebtedness consolidated financial statements of the Audit Subsidiary are included, and, if required, customary consents to the use of their audit reports on the consolidated historical financial statements of the Audit Subsidiary in any offering documents relating to any Anticipated Financing in which the consolidated historical financial statements of the Audit Subsidiary are included; (iv) assist in the preparation of, and execute and deliver, one or more credit agreements, pledge and security documents, other definitive financing documents and other customary certificates or documents (including the execution and delivery of customary authorization and representation letters with respect to the bank information memoranda) on terms that are reasonably requested by Parent in connection with any Anticipated Financing, and take organizational actions as may be reasonably requested by Parent in connection with any Anticipated Financing, in each case subject to the protective provisions in the proviso below; (i) assist with the payoff, discharge and termination of the Payoff Debt, including by arranging for, and executing and delivering, customary prepayment notices, the Payoff Letter, lien terminations and instruments of discharge, and (ii) assist with the payoff and early termination of the SunTrust Swap, including by arranging for, and executing and delivering, customary termination notices and the SunTrust Swap Termination Letter, in each case in a customary form; (vi) no less than five Business Days prior to the Closing Date, furnish to Parent all documentation and information as is reasonably requested in writing by the Parent (on behalf of the Financing Sources) at least eight Business Days prior to the Closing Date about the Company and its Subsidiaries that the Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and applicable beneficial ownership regulations; and (vii) amend or supplement, or cause its Subsidiaries to amend or supplement, any information supplied by or on behalf of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders Parent and the Financing Sources on a reasonably current basis to the extent such information, to the Knowledge of the existing Indebtedness Company, taken as a whole, is not correct in all material respects, contains any untrue statement of material fact or omits to state any material fact necessary to make such information, in light of the circumstances under which they were made, not materially misleading; provided, however, that none of the Company or any of its Subsidiaries and or their advisors and consultants respective Representatives shall have sufficient access be required under this Section 5.09 to (a) pay any commitment or other fee, reimburse any expenses or incur any other liability in connection with any Anticipated Financing prior to the Company and its Subsidiaries and its and their respective Representatives) and Effective Time unless promptly reimbursed or indemnified, as applicable, by Parent in accordance with Section 5.09(b), (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations take any action that would (1) unreasonably interfere with lenders and/or holders of the existing Indebtedness ongoing business or operations of the Company or any of its Subsidiaries or (in each case which shall 2) cause material harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (c) enter into or approve any agreement or other documentation if such agreement or other documentation would be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case effective with respect to the assumption Company or any of its Subsidiaries prior to the existing Indebtedness of Closing (except the Company by Parent authorization and representation letters referred to in clause (other thaniv) above and prepayment notices referred to in clause (v) above), for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of (d) require the Company or any of its Subsidiaries, or any director or manager on any of their respective boards of directors or managers (or equivalent bodies), to approve or authorize any Anticipated Financing unless Parent shall have determined that such directors and managers (or members of equivalent bodies) are to remain as directors and managers (or members of equivalent bodies) of the Company or such Subsidiary on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing, (e) take any action that would conflict with or violate any provision of any of the Governing Documents of the Company or any of its Subsidiaries or any Applicable Law or Material Contract binding on the Company or any of its Subsidiaries (provided that in the event that the Company and/or its Subsidiaries do not provide information in reliance on the exclusion in this clause (e) related to confidentiality obligations, the Company and/or its Subsidiaries shall use commercially reasonable efforts to provide prompt notice to Parent that such information is being withheld), (f) take any action that would subject any director, manager, officer, employee or other Representative of the Company or any of its Subsidiaries to any actual or potential personal liability, (g) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or which is restricted or prohibited under Applicable Law (provided that the Company and its Subsidiaries 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), (h) take any action in respect of any Anticipated Financing to the extent that such action would cause any representation condition to Closing set forth in Article 9 to fail to be satisfied by the End Date or warranty otherwise result in a breach of this Agreement by the Company or any of its Subsidiaries or (i) waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party. (b) The Company hereby consents to the reasonable use of its logos in connection with any Anticipated 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 reputation or goodwill. All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant to this Section 5.09 shall be kept confidential in accordance with the Confidentiality Agreement; provided that, notwithstanding anything in the Confidentiality Agreement to the contrary, the Company shall consider in good faith any request by Parent for the Company’s consent to use such information in a customary manner in connection with any Anticipated Financing, and shall not unreasonably withhold, condition or delay such consent. Notwithstanding anything to the contrary set forth herein, the Company and its Subsidiaries shall be deemed to have complied with their obligations under this Section 5.09 for all purposes of this Agreement unless any Anticipated Financing has not been obtained primarily as a result of the Company’s or any of its Subsidiaries’ intentional and material breach of its obligations under this Section 5.09. Parent and Merger Sub acknowledge and agree that, notwithstanding anything in this Agreement to be breached the contrary, the obligations to perform their respective agreements hereunder, including to consummate the Closing subject to the terms and conditions hereof, are not conditioned on obtaining any Anticipated Financing or cause on the performance of any condition party to any Debt Financing Letter. (c) Parent shall promptly, upon written request by the Company, reimburse the Company for all reasonable out-of-pocket and documented costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Agreement Section 5.09 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the cooperation contemplated by this Section 5.09 or the arrangement of any Anticipated Financing and any information used in connection therewith (other than (i) historical financial information furnished by or on behalf of the Company or its Subsidiaries in writing specifically for use in connection with any Anticipated Financing or (ii) to fail to be satisfiedthe extent such losses, damages, claims, costs or expenses result from the gross negligence or bad faith of the Company, its Subsidiaries or its or their respective Representatives, as determined by a court of competent jurisdiction in a final and non-appealable decision).

Financing Cooperation. Until The parties hereto shall use their commercially reasonable efforts to, and shall cause their respective Subsidiaries to, reasonably cooperate with ▇▇▇▇▇▇ Holding and its Subsidiaries and their lenders in connection with ▇▇▇▇▇▇ Holding and its Subsidiaries obtaining the earlier financing on the terms provided for in the Commitment Letter (the “Financing”), including (i) making representatives of all parties hereto available at reasonable times in connection with the syndication of any debt financing and (ii) assisting ▇▇▇▇▇▇ Holding and its Subsidiaries in obtaining all customary waivers, estoppels, approvals, opinions, transfer documents and consents from counterparties to the HSI Material Contracts and the ▇▇▇▇▇▇ Material Contracts. ▇▇▇▇▇▇ Holding and its Subsidiaries will use their commercially reasonable efforts to perform all of its obligations under the Commitment Letter and satisfy all conditions precedent to the funding thereunder. ▇▇▇▇▇▇ Holding and its Subsidiaries shall not amend the Commitment Letter in any manner that shall make the consummation of the Closing and transactions contemplated hereby materially less likely to occur. In the termination of event that the Financing is not available to consummate the transactions contemplated by this Agreement pursuant to Article VIIIAgreement, the Company parties hereto shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to provideobtain alternative financing on terms, taken in the aggregate, that are, in the reasonable judgment of ▇▇▇▇▇▇ Holding and shall cause its Subsidiaries and use commercially reasonable efforts HSI, no less favorable to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company ▇▇▇▇▇▇ Holding and its Subsidiaries as may be reasonably requested by Parent relating than those set forth in the Commitment Letter (the “Alternative Financing”). Subject to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsShared Expenses Agreement, participating nothing in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere 8.15 shall require any party other than ▇▇▇▇▇▇ Holding, BAHS and any Subsidiary of ▇▇▇▇▇▇ Holding and BAHS to provide any credit enhancement or other credit support (including, without limitation, guaranty, indemnification or collateral) or incur a material cost in connection with the operations of the Company Financing or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAlternative Financing.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the Company (a) Seller shall use commercially reasonable efforts to provideto, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperation, at Parent’s sole cost and expense, as may be reasonably requested by Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representativesrepresentatives to, provide such cooperation as is reasonably requested by Buyer, necessary in connection with the Financing and is customarily provided for borrowers in financings of the type contemplated by the Financing Commitments, in any event using commercially reasonable efforts to (A) furnish Buyer with the Required Financial Statements (collectively, the “Required Information”), all of which shall be provided by Seller as promptly as practicable after the date hereof and in any event not later than the applicable date, if any, with respect to which delivery is required by this Agreement (bit being understood that the interim financial statements contained in the Required Financial Statements shall be subject to review by the Sold Company’s independent auditors using professional standards and procedures under AU Section 722 promulgated by the American Institute of Certified Public Accountants for conducting reviews of interim financial statements of private companies), (B) upon reasonable prior written notice and at reasonable times, participation in a reasonable number of meetings (but not more than one primary bank meeting) (in each case, which may be held via teleconference); drafting sessions, and rating agency presentations and lender due diligence presentations, in each case, at times and locationslocations to be mutually agreed, participating (C) providing reasonable assistance to Buyer and its Debt Financing Sources in meetings the preparation of customary bank information memoranda, lender presentations and rating agency presentations in connection with lenders and/or holders the Debt Financing (the “Marketing Material”); provided, that no such Marketing Material shall be issued by Seller or its Subsidiaries, (D) providing reasonable assistance in the preparations for the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing), (E) to the extent requested by Buyer on behalf of the existing Indebtedness Debt Financing Sources no later than ten (10) Business Days prior to the Closing Date, timely furnishing such documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, and (F) providing reasonable assistance to facilitate at (but not prior to) the Closing the release of liens on assets of the Company Group Companies (other than Permitted Liens) that are collateral for the Financing. (b) Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.08: (A) that would require Seller or any of its Subsidiaries Affiliates or any other Persons who are directors or officers of such entities to pass resolutions or consents to approve or authorize the execution of the Financing, (in each case which shall be telephonic B) that would require Seller of any of its Affiliates (other than Group Companies) or virtual meetings any other Persons to execute or sessionsdeliver any certificate, as circumstances requireopinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, (C) and (ii) with that would require any required consents from Group Companies to execute or agreements with lenders deliver any certificate, opinion, document, instrument or noteholdersagreement, or agree to any internal reorganization transactionschange or modification of any existing certificate, opinion, document, instrument or agreement, in each case with respect case, prior to the assumption Closing (it being understood that no obligations of the existing Indebtedness of the Company by Parent (other thanany Group Companies under any certificate, for the avoidance of doubtopinion, the Company Credit Facilities). Notwithstanding the foregoingdocument, any such requested cooperation under instrument or agreement delivered pursuant to this Section 6.13 will not unreasonably interfere with 5.08 shall be required to be effective prior to the operations of the Company or any of its SubsidiariesClosing), (D) that would cause any representation or warranty of Company in this Agreement to be breached by Seller or any of its Affiliates or would cause any condition to this Agreement the Closing to fail to be satisfied, (E) that would require Seller or any of its Affiliates to pay any commitment or other similar fee or incur any other expense, Liability or obligation in connection with the Financing, (F) that could cause any director, officer or employee or stockholder of Seller or any of its Affiliates to incur any personal liability, (G) that could reasonably be expected to conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, any of their respective Organizational Documents, or any applicable Law or Contracts, (H) that provides access to or discloses information that Seller or any of its Affiliates determines could reasonably be expected to jeopardize any attorney-client privilege of, or conflict with any confidentiality obligations binding on, Seller or any of its Affiliates, (I) to prepare or deliver (1) any financial statements other than the Required Information, (2) any Regulation S-X compliant financial statements, (3) any financial information that is not available to it and prepared in the ordinary course of its financial reporting practice or (4) any projections or pro forma financial statements or information, (J) that would, in the opinion of Seller, interfere with the ongoing operations of its or its Affiliates’ businesses or would require an action that is not within the control of Seller or its Subsidiaries using commercially reasonable efforts, (K) that would cause significant competitive harm to Seller or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, or (L) approach landlords or any other bailees prior to Closing to discuss landlord waivers, leasehold mortgages, bailee waivers or estoppels limiting the rights of such third parties. All non-public or other confidential information provided by Seller or any of its Affiliates or any of their respective Representatives pursuant to this Section 5.08 shall be kept confidential in accordance with the Confidentiality Agreement. Nothing contained in this Section 5.08 or otherwise shall require Seller or any of its Affiliates (other than, following the Closing, any Group Company) to encumber any of its assets or be an issuer or other obligor with respect to the Financing or require any Group Company to be an issuer or other obligor with respect to the Financing prior to the Closing. Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against all losses suffered or incurred by any of them in connection with the obligations under this Section 5.08, and Buyer shall, promptly upon request by Seller, reimburse Seller and its Affiliates for all fees, costs, expenses and Liabilities incurred by any of them or their respective representatives in connection with fulfilling their respective obligations pursuant to this Section 5.08 (including reasonable attorneys’ fees). (c) The condition set forth in Section 7.01(b), as it applies to the Company’s obligations under this Section 5.08, will be deemed satisfied unless (i) the Company has committed a Willful Breach of Section 5.08, (ii) Buyer provides prompt written notice of the alleged failure to comply, specifying in reasonable detail specific steps to cure such alleged failure in a manner consistent with the required efforts in this Section 5.08, which failure to comply has not been cured within the earlier of 15 Business Days following the delivery of such written notice and the Outside Date and (iii) such failure to comply was the primary cause of the failure of the Financing to be obtained.

Financing Cooperation. Until Prior to the earlier of the Closing and the termination of this Agreement pursuant to Article VIIIClosing, the Company shall use commercially reasonable efforts to provide, and shall cause use its Subsidiaries and use commercially reasonable efforts to cause its officers, employees, representatives and their respective Representatives advisors, including legal and accounting advisors, to provide, such cooperationall reasonable cooperation in connection with the arrangement of the debt financing described in the commitment letter, at Parent’s sole cost dated as of November 9, 2011 (the “Commitment Letter”), among the Buyer and expensethe Financing Sources, pursuant to which the Financing Sources have committed to provide the commitments set forth therein for purposes of financing the Transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”), as may be reasonably requested by Parent the Buyer and the Financing Sources and that is customary in connection with the Buyer’s efforts to obtain the Debt Financing, including (i) participation in meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing the Buyer and the Financing Sources with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company Company, the Canadian Subsidiary and its Subsidiaries their businesses as may be is customary in connection with the Debt Financing and any security required therefor; (iii) assisting the Buyer and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum for any of the Debt Financing; and (B) materials for rating agency presentations; (iv) furnishing the Buyer with the Required Information (as defined in the Commitment Letter) and, to the extent reasonably available to the Sellers and the Company, other information of the Company, the Canadian Subsidiary and their businesses reasonably requested by Parent relating to the existing Indebtedness of the Company or any of its Subsidiaries Buyer; and (including v) using all commercially reasonable efforts to ensure that lenders and/or holders assist the Buyer to obtain waivers, consents, estoppels, certificates and approvals necessary or customary for the consummation of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedDebt Financing.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant (a) The Company agrees to Article VIII, the Company shall use commercially reasonable efforts to provide, provide such assistance (and shall cause its Subsidiaries and use commercially reasonable efforts to cause the Company Subsidiaries’ and its and their respective Representatives to provide, provide such cooperation, assistance) at Parentthe Buyer’s sole cost and expense, with any Financing Sources in connection with the Transactions as may be is reasonably requested by Parent the Buyer and in connection with the arrangement and consummation of the Equity Financing. Such assistance shall include the following: (i) as promptly as reasonably practicable, furnishing the Buyer and the Financing Sources with financial and other pertinent information that are in the possession or control of the Company or the Company Subsidiaries, regarding the Company and the Company Subsidiaries that are deemed necessary in the Buyer’s reasonable judgment, (ii) reasonably assisting with the preparation of lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the proposed financing and otherwise reasonably cooperating with the marketing efforts of the Buyer and the Financing Sources for any evaluation or analysis ofportion of such financing, or diligence as applicable, including providing the business description to be contained therein and providing and executing customary authorization letters with respect tothereto, (iii) participating in a reasonable number of meetings, drafting sessions, due diligence meetings and presentations with prospective lenders, and sessions with ratings agencies, in each case upon reasonable notice and at mutually agreeable dates and times in connection with the existing Indebtedness Equity Financing, (iv) delivering to the Buyer, within the time period specified in any debt commitment letter, all documentation and other information relating to the Company and the Company Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information is deemed necessary by any Financing Source, (v) cooperating with the Financing Sources’ reasonable due diligence investigation and evaluation of the assets and properties of the Company and the Company Subsidiaries for the purpose of establishing collateral arrangements and otherwise reasonably facilitating the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing) (including obtaining for delivery at or immediately following the Closing the certificates representing equity interests constituting collateral) and (vi) executing and delivering as of (but not before) the Closing definitive debt financing documents (which will not be effective before the Closing), including credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents (including intellectual property filings with respect to intellectual property constituting collateral), corporate authorizations, secretary’s certificates (attaching such corporate authorizations, organizational documents and evidence of incumbency) or other certificates or documents, to the extent deemed necessary by the Buyer and otherwise using commercially reasonable efforts to facilitate the granting or perfection of collateral to secure any portion of the financings contemplated by the any debt commitment letters (or any permitted replacement thereof). The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, including (a) reasonably promptly furnishing any pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating Subsidiaries. (b) Notwithstanding anything to the existing Indebtedness contrary, this Section 7.7 shall not be deemed to obligate any Seller, the Company, the Company Subsidiaries or any of their respective Affiliates to (i) agree to Equity Financing that is not conditioned upon the Closing and that does not terminate without liability to the Sellers, the Company, or the Company Subsidiaries or any of their respective Affiliates upon the termination of this Agreement, (ii) pay any commitment or other similar fee, or (iii) be required to incur any other Liability in connection with the Equity Financing unless reimbursed and indemnified in full by the Buyer to the satisfaction of the Sellers Representative. (c) The Company’s and the Company Subsidiaries’ cooperation pursuant to this Section 7.7 shall be at the Buyer’s written request with reasonable prior notice. The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. The Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of arrange the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedEquity Financing.

Financing Cooperation. Until (a) Purchaser shall use its reasonable best efforts to consummate and obtain the earlier Financing on the terms and conditions described in the Commitment Letter, including 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 P&G a copy thereof substantially concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Purchaser in the Commitment Letter that are within its control and comply with its obligations thereunder, and (iv) 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 Closing parties thereunder. In the event that all conditions to the Commitment Letter have been satisfied, or upon funding will be satisfied, Purchaser shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund on the Closing Date the Financing (together with funds from other Funding Sources) required to consummate the Acquisition, and to fund, when applicable, any portion of the Financing required to satisfy any obligations of Purchaser in connection with a Sanofi Put (other than the P&G Funding Amount) (in each case, including by Purchaser taking enforcement action, including seeking specific performance, to cause such lenders and the other Persons providing such Financing to fund such Financing). Purchaser shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its 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 or amend in any way that is adverse to P&G the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or impede or delay the consummation of the Acquisition. Purchaser shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion, provided, that Purchaser shall not reduce the Financing to an amount committed below the amount that is required, together with other Funding Sources, to satisfy (1) Purchaser’s obligations under Section 2.04, (2) any obligations of Purchaser in connection with a Sanofi Put (other than the P&G Funding Amount), and (3) the payment of all fees and expenses reasonably expected to be incurred in connection herewith, and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to P&G the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or impede or delay the consummation of the Acquisition and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Purchaser 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 satisfy (1) the Purchaser’s obligations under Section 2.04, (2) any obligations of the Purchaser in connection with the Sanofi Put (other than the P&G Funding Amount), and (3) the payment of all fees and expenses reasonably expected to be incurred in connection herewith, Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financing sources in an amount sufficient (together with other Funding Sources) to satisfy (1) the Purchaser’s obligations under Section 2.04, (2) any obligations of the Purchaser in connection with the Sanofi Put (other than the P&G Funding Amount), and (3) the payment of all fees and expenses reasonably expected to be incurred in connection herewith upon conditions no less favorable than those in the Commitment Letter, as promptly as practicable following the occurrence of such event. Purchaser shall give P&G prompt oral and written notice (but in any event not later than 48 hours after the Purchaser becoming aware of 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 Purchaser becomes aware or any termination of this Agreement pursuant to Article VIII, the Company Commitment Letter. Purchaser shall use commercially reasonable keep P&G informed on a reasonably current basis of the status of its efforts to arrange the Financing. (b) P&G shall provide, and shall cause its Subsidiaries Affiliates, and shall use commercially its reasonable best efforts to cause each of its and their respective Representatives representatives, including legal, tax, regulatory and accounting, to provide, such cooperation, at Parent’s sole cost and expense, as may be provide all cooperation reasonably requested by Parent Purchaser in connection with the Financing or any alternate debt or equity financing in connection with the transactions contemplated hereby (the “Financing Arrangements”), including (i) providing information relating to the Pharmaceuticals Business to the lenders and other financial institutions and investors that are or may become parties to the Financing Arrangements and to any underwriters, initial purchasers or placement agents in connection with any evaluation the Financing Arrangements (the “Financing Parties”) (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Purchaser and the Pharmaceuticals Business customary for such financing or analysis of, or diligence with respect to, reasonably necessary for the existing Indebtedness completion of the Company or any of its Subsidiaries, including (aFinancing by the Financing Parties) reasonably promptly furnishing any pertinent and customary information regarding to the Company and its Subsidiaries as may be extent reasonably requested by Parent relating Purchaser to assist in preparation of customary offering or information documents to be used for the existing Indebtedness completion of the Company or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders Financing as contemplated by the Commitment Letter and in advance of the existing Indebtedness of Marketing Period, (ii) prior to and during the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) upon reasonable notice and at reasonable times and locationsMarketing Period, participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and presentations senior management and Representatives, with lenders and/or holders appropriate seniority and expertise, of the existing Indebtedness Pharmaceuticals Business), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) in advance of the Company Marketing Period, 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 customarily included in such documents or required by Form S-1 under the rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), for any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessionsthe Financing, as circumstances require) and (iiB) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent Financing, (other thanv) executing and delivering (or using reasonable best efforts to obtain from its advisors), for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company and causing its Affiliates to execute and deliver (or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.use reasonable best efforts to

Financing Cooperation. Until (a) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Closing and the termination of this Agreement pursuant to Article VIIIVIII and the Effective Time, the Company shall use commercially reasonable efforts to provideshall, and shall cause its Subsidiaries and use commercially reasonable efforts to cause the Company’s and its and their respective Subsidiaries’ Representatives to provide, such cooperationto, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Financing as may be reasonably requested by Parent in connection (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent: (i) with any evaluation or analysis ofagreeing to enter into such agreements, or diligence with respect toand to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the existing Indebtedness of Company’s and its material Subsidiaries’ assets pursuant to such agreements as may be reasonably requested; (ii) providing to the Financing Sources financial and other information relevant to the Financing in the Company’s or its Subsidiaries’ possession or that is reasonably available or that the Company or its Subsidiaries prior to the date hereof in the ordinary course of business would have produced (and in accordance with the timeframe in which such information would have been produced) (including audited and unaudited financial statements as of and for periods both before and after the date hereof, provided that such financial statements shall be provided in a manner as is consistent with the Company’s existing practices), assisting in the preparation of any of pro forma financial information or projections, making the Company’s and its Subsidiaries’ senior officers available at reasonable times and for a reasonable number of meetings to assist the Financing Sources (including by way of participation in meetings, including presentations, marketing sessions and due diligence sessions), and otherwise reasonably cooperating in connection with the consummation of the Financing; (aiii) reasonably promptly using reasonable best efforts to obtain from the Company’s and its Subsidiaries’ accounting firm accountants’ comfort letters and consents customary for debt financings, and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith and cooperating in obtaining any necessary valuations; (iv) furnishing any pertinent all documentation and customary other information regarding about the Company and its Subsidiaries as may be that the potential financing sources have reasonably requested determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (v) taking all corporate, limited liability company, partnership or other similar actions by the Company and its Subsidiaries that are reasonably necessary to permit the consummation of the necessary financing; and (vi) using reasonable best efforts to cooperate with Parent relating to satisfy any conditions precedent to the existing Indebtedness Financing to the extent within the control of the Company and its Subsidiaries. Parent shall promptly reimburse the Company for any out-of-pocket expenses and costs reasonably incurred in connection with the Company’s or its Affiliates’ obligations under this Section 6.16(a). (b) Notwithstanding anything in this Agreement to the contrary: (i) nothing in this Agreement shall require any cooperation to the extent that it would require the board of directors of the Company or any of its Subsidiaries to take any action or the Company or any of its Subsidiaries or Representatives, as applicable, to waive or amend any terms of this Agreement, agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time (including using commercially reasonable efforts for which the Company is not promptly reimbursed by Parent) or to ensure that lenders and/or holders approve the execution or delivery of any document or certificate in connection with the existing Indebtedness Financing (or any alternative financing); (ii) no officer of the Company or any of its Subsidiaries who is not reasonably expected to be an officer of the Surviving Corporation shall be obligated to deliver any certificate in connection with the Financing and their advisors and consultants shall have sufficient access to no counsel for the Company and or any of its Subsidiaries and its and their respective Representativesshall be obligated to deliver any opinion in connection with the Financing; and (iii) and (b) upon reasonable notice and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders irrespective of the existing Indebtedness above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument (in each case which other than the authorization letters referred to above) shall be telephonic or virtual meetings or sessions, as circumstances require) effective until the Effective Time and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations none of the Company or any of its SubsidiariesSubsidiaries shall be required to take any action under any certificate, cause document or instrument that is not contingent upon the Closing (including entry into any representation agreement that is effective before the Effective Time or warranty distribution of any cash by or to the Company in this Agreement that is effective before the Effective Time) or that would be effective prior to be breached or cause any condition to this Agreement to fail to be satisfiedthe Effective Time.

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially reasonable efforts to provideshall, and shall (x) cause each of its Subsidiaries to, and (y) use commercially its reasonable best efforts to cause its Representatives to, use its and their respective Representatives to providereasonable best efforts to, such cooperation, at Parent’s sole cost and expense, provide all cooperation that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested in writing by Parent in connection (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) participation in a reasonable number of meetings, due diligence sessions, lender presentations, “road shows” and sessions with any evaluation or analysis ofrating agencies, or diligence (ii) assisting with respect tothe preparation of materials for rating agency presentations, private placement memoranda, bank information memoranda and similar documents required in connection with the existing Indebtedness of the Company or any of Debt Financing, (iii) furnishing Parent and its Subsidiaries, including (a) reasonably promptly furnishing any Debt Financing sources with such pertinent and customary information regarding the Company and its Subsidiaries Subsidiaries, including information required under “know your customer” and anti-money laundering rules and regulations, all financial statements and projections and other pertinent information required by the Debt Financing Commitment, pro forma financial information, financial data, audit reports and other information required in connection with the Debt Financing (all such information in this clause (iii), the “Required Information”), (iv) obtaining legal opinions, surveys and title insurance as may reasonably requested in writing by Parent, (v) obtaining such consents, approvals and authorizations which shall be reasonably requested by Parent relating to in connection with the existing Indebtedness Debt Financing and collateral arrangements in connection therewith, (vi) executing and delivering any customary pledge and security documents, other definitive financing documents or other requested certificates or documents, including, including, a customary solvency certificate by the Chief Financial Officer of the Company (provided, that (A) none of the letters, agreements, documents and certificates shall be executed and delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) none of the Company or any of its Subsidiaries or its Representatives shall be required to pay any commitment or other fee or incur any liability in connection with the Debt Financing prior to the Effective Time and (including using commercially reasonable efforts to ensure that lenders and/or holders D) such documents or certificates shall not impose any personal liability on the officers, directors, employees or agents involved), and (vii) obtaining any assignments of Intellectual Property set forth in Section 5.18(a)(vii) of the existing Indebtedness Company Disclosure Schedule, and making all necessary filings with governmental registration agencies to update ownership title in the Company Intellectual Property in the Company or one of its Subsidiaries and to record the release of any security interests granted by the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to in the Company and its Subsidiaries and its and their respective Representatives) and Intellectual Property that have been released. (b) Parent shall promptly, upon written request by the Company, reimburse the Company for all out-of-pocket costs and expenses (including reasonable notice attorneys’ fees) incurred and at reasonable times and locations, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of documented by the Company or any of its Subsidiaries (in each case which connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 5.18 and shall be telephonic indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or virtual meetings expenses suffered or sessionsincurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case except with respect to the assumption of the existing Indebtedness of the Company any information provided by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.

Financing Cooperation. Until (a) In connection with Parent’s financing in connection with the earlier of Transaction (including the Closing and Debt Financing) (the termination of this Agreement pursuant “Parent Financing”), prior to Article VIIIthe Closing, the Company shall use commercially reasonable efforts will provide to provide, Parent and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationMerger Sub, at Parent’s sole cost and expense, as may be 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): (i) participating in a reasonable number of meetings and due diligence sessions with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness sources of the Parent Financing; (ii) (A) provide GAAP audited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for the three most recent fiscal years ended at least 60 days prior to the Closing Date and GAAP unaudited consolidated balance sheets of the Company and its Subsidiaries and related statements of income, stockholders’ equity and cash flows for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date, which financial statements shall meet the requirements of Regulation S-X under the Securities Act, as amended, without regard to any applicable grace periods allowed for therein and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registered statement under the Securities Act on Form S-3 and (B) as promptly as practicable, provide financial data relating to the Company and its Subsidiaries necessary to produce the pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the Transactions and, in any event, in accordance with S-X Article 11 and Regulation S-K required in registration statements filed with the SEC on Form S-3 without giving effect to any grace period for the timing of providing such financials, if any) required in order to satisfy the condition set forth in paragraph (iii)) of Exhibit B to the Debt Commitment Letter (as in effect on the date of this Agreement) (provided that in no event will the information required to be delivered pursuant to this clause (ii) be deemed to include or any of its Subsidiaries, including will the Company otherwise be required to prepare or provide pro forma financial statements) and (aC) reasonably promptly furnishing any provide such other pertinent and customary information regarding the Company and its Subsidiaries and such other financial data relating to the Company and its Subsidiaries as may be reasonably requested by Parent in order to consummate the Debt Financing or that would be necessary to receive customary “comfort” letters from the independent registered public accounts of the Company (including negative assurance comfort); provided that the failure of the Company to provide the information and data described in Section 5.4(a)(ii)(A) within the applicable time period shall be deemed a failure to perform or comply with a covenant contained in this Agreement in all material respects only for purposes of Section 7.2(b) of this Agreement and not for purposes of Article VIII of this Agreement; (iii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt or public or private senior note financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of its Subsidiaries required thereunder, including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, except to the extent providing such assistance, documents or information would require the Company to breach any other Contract in effect as of the date hereof; and (iv) using commercially reasonable efforts to assist Parent in obtaining surveys, legal opinions from applicable outside counsel and title insurance as reasonably requested by Parent or Merger Sub for the Parent Financing as customarily required in connection with bank debt or public or private senior notes financings, as the case may be (including, in all cases, the Parent Financing), except to the extent providing such assistance would require the Company to breach any other Contract in effect as of the date hereof. (b) The Company and its outside legal counsel will be given reasonable opportunity to review and comment upon the offering documents or any materials for rating agencies, in each case, prepared after the date hereof, that include information about the Company or any Company Subsidiary prepared in connection with the Debt Financing. Notwithstanding anything to the contrary in this Section 5.4, (i) nothing will require cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise be in conflict with the terms of the Company’s existing Indebtedness credit facilities, the indentures governing the Senior Notes or applicable law, (ii) no obligation of the Company or any of its Subsidiaries under any certificate, document, Contract will be effective until the Effective Time (including using commercially reasonable efforts to ensure that lenders other than any notices of prepayment and/or holders commitment terminations which are delivered by the Company not in contravention of the existing Indebtedness applicable agreement and conditioned upon the consummation of the Merger and delivered in accordance with Section 5.5) and, none of the Company or any of its Subsidiaries will be required to pay any commitment or other similar fee or incur any other liability in connection with the Parent Financing, including any Debt Transaction, prior to the Effective Time, (iii) none of the Company Board or board of directors (or equivalent bodies) of any Subsidiary thereof will be required to adopt or enter into any resolutions or take similar action approving the Parent Financing prior to the Effective Time, and their advisors (iv) none of the Company or any of its Subsidiaries will be required to provide, and consultants shall have sufficient access Parent will be solely responsible for (A) any description of all or any component of the Parent Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (B) projections, risk factors or other forward-looking statements relating to any component of the Parent Financing, (C) consolidating and other financial statements and data that would be required by Rule 3-09 or Rule 3-16 of Regulation S-K, (D) Item 402(b) of Regulation S-K and information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and ▇▇- ▇▇▇▇▇▇, and (E) the preparation of pro forma financial statements and any pro forma financial information relating to the proposed debt and equity capitalization in respect of the consummation of the Closing, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial statements. Parent will promptly reimburse the Company for any documented reasonable out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 5.4 (including expenses associated with attending meetings, presentations, road shows and due diligence presentations). In addition, Parent will indemnify, defend and hold harmless the Company and its Subsidiaries and its and their respective RepresentativesRepresentatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties (excluding, to the extent previously reimbursed, the costs, fees and expenses referred to in the immediately preceding sentence) suffered or incurred by any of them in connection with any Parent Financing and (b) upon reasonable notice any information used in connection therewith, except and at reasonable times solely to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and locationspenalties, participating in meetings and presentations with lenders and/or holders fees, costs or other liabilities are suffered or incurred as a result of the existing Indebtedness of the Company Company’s or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings its or sessionstheir Representatives’ gross negligence, as circumstances require) and (ii) with any required consents from bad faith, willful misconduct or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect to the assumption material breach of the existing Indebtedness of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfiedAgreement.

Financing Cooperation. Until (a) From the earlier of date hereof through the Closing and the termination of this Agreement pursuant to Article VIII, the Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationDate, at Parent’s sole cost expense, the Company will, and expensewill cause each other Group Company to, use its and their reasonable best efforts (except for clause (iv) in the next sentence, which shall be on a commercially reasonable efforts basis) to cooperate with Parent and the Financing Sources in connection with Parent’s efforts to obtain the Financing; provided, that such requested cooperation and availability do not unreasonably interfere with the ongoing business of a Group Company. Subject to the immediately preceding sentence, such cooperation shall include (i) making senior management, representatives and advisors of the applicable Group Companies available for certain presentations (including management presentations) in connection with the Financing upon reasonable prior notice, as may be reasonably requested by Parent; (ii) delivering to Parent in connection (i) with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness Company Financial Statements and the unaudited consolidated financial statements of the Company or any Group Companies for the period ended as of its SubsidiariesSeptember 30, including 2015 (abut no pro forma financial information, which shall remain the Parent’s sole responsibility); (iii) reasonably promptly furnishing any pertinent and customary providing to the Parent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent relating in connection with preparation of confidential information memorandum or other customary marketing materials to be used in connection with the existing Indebtedness syndication of the Company or any of Financing; (iv) using its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders that, to the extent practical, the syndication efforts in respect of the Financing benefit from the Company’s and each Group Company’s existing Indebtedness lending and investment banking relationships; and (v) providing to the Parent any documentation or other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (b) Notwithstanding anything in this Agreement to the contrary, each of the Company, each of the Company or any Securityholders and the Securityholder Representative Committee hereby, on behalf of itself and each of its Subsidiaries Affiliates and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and each of its and their respective RepresentativesRepresentatives (each, a “Company Related Party”) (i) expressly waives any claims against the Financing Sources and (b) upon reasonable notice and the Financing Sources Related Parties relating to or arising out of this Agreement or the Commitment Letter or the transactions contemplated hereby or thereby or the services performed or contemplated to be performed by a Financing Source or a Financing Sources Related Party thereby, including any Financing, whether at reasonable times and locationsLaw or equity, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of the Company contract, in tort or any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessionsotherwise, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in acknowledges and agrees that each case with respect to the assumption of them is not a third-party beneficiary of the existing Indebtedness Commitment Letter, (iii) without limiting the other provisions of the Company by Parent (other than, for the avoidance of doubt, the Company Credit Facilities). Notwithstanding the foregoing, any such requested cooperation under this Section 6.13 will not unreasonably interfere with the operations 5.14(b), (A) agrees that any Action or proceeding, whether at Law or in equity, whether in contract or in tort or otherwise, against a Financing Source or Financing Sources Related Party (or to which a Financing Source or Financing Sources Related Party is a party) relating to or arising out of the Company or any of its Subsidiaries, cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.this

Financing Cooperation. Until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII, the (a) The Company shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and use commercially reasonable efforts to cause its and their respective Representatives to provide, such cooperationto, at Parent’s sole cost and expense, reasonably cooperate in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent in connection (i) Parent, provided that such requested cooperation does not unreasonably interfere with any evaluation or analysis of, or diligence with respect to, the existing Indebtedness ongoing operations of the Company or any of its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, including at the reasonable request of Parent, (ai) reasonably promptly furnishing any pertinent subject to the other limitations in this Section 7.08, agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the Persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Acceptance Time), (ii) subject to Section 5.02, (A) providing to actual and prospective Financing Sources with respect to the Debt Financing financial and other information in the Company’s possession regarding the Company and its Subsidiaries as may that is necessary or customary in connection with the Debt Financing and of the type and form customarily included in offering documents used for the syndication of credit facilities of the type to be included in the Debt Financing, (B) making the Company’s senior officers reasonably requested by Parent relating available to the existing Indebtedness Lenders specified in the Debt Commitment Letter, (C) providing reasonable assistance to Parent and the Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and similar customary documents reasonably required in connection with the Company Debt Financing, (D) participating in a reasonable number of meetings, conferences calls, drafting sessions, due diligence sessions, sessions with rating agencies or any of its Subsidiaries (including using commercially reasonable efforts to ensure that lenders and/or holders of the existing Indebtedness of the Company or any of its Subsidiaries and their advisors and consultants shall have sufficient access to the Company and its Subsidiaries and its and their respective Representatives) and (b) other syndication activities, in each case, upon reasonable notice and at mutually agreed times, (E) providing reasonable times assistance to Parent in preparation of customary pro forma financial information and locationsprojections required in connection with the Debt Financing (provided, participating in meetings and presentations with lenders and/or holders of the existing Indebtedness of that the Company or will not be responsible in any of its Subsidiaries (in each case which shall be telephonic or virtual meetings or sessions, as circumstances require) and (ii) with any required consents from or agreements with lenders or noteholders, or any internal reorganization transactions, in each case with respect manner for information relating to the assumption of proposed debt and equity capitalization that is required for such pro forma financial information and the existing Indebtedness of cooperation by the Company by Parent shall relate solely to the financial information and data derived from the Company’s historical books and records), (other than, for F) reasonably facilitating the avoidance pledging of doubt, collateral in connection with the Company Credit Facilities). Notwithstanding the foregoing, any Debt Financing (provided that such requested cooperation under this Section 6.13 pledge will not unreasonably interfere with take effect until the operations of the Company or any of its SubsidiariesAcceptance Time), cause any representation or warranty of Company in this Agreement to be breached or cause any condition to this Agreement to fail to be satisfied.including delivering original stock certificates and original stock powers (or, if