Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (i) During the period from the date of this Agreement Prior to the Effective TimeClosing, the Company shalland Merger Sub shall provide, and shall cause its subsidiaries and its and their respective officers, directors, employees Subsidiaries and Representatives toto provide, cooperate in good faith to implement any necessary, appropriate or desirable arrangements cooperation in connection with the Company’s arrangement and its subsidiaries credit facilitiesconsummation of any financing or filing of any registration statement, indentures in each case as may be requested by Parent, including (i) taking all actions reasonably necessary to consummate equity financing issued by Parent (provided that neither the Company nor Merger Sub shall be obligated to take any such action that is not conditioned upon the occurrence of Closing), (ii) furnishing any financial data or other documents governing information of the type required or relating to indebtedness with respect to any financing matters related to customarily included in a registration statement on Form S-1 for non-reporting companies or by Regulation S-X and Regulation S-K under the Transactions, including, without limitation, the repayment 1933 Act for registered offerings of indebtedness underequity securities at such time, and termination ofof the type and form customarily included in offering documents for an offering of equity securities that is registered with the SEC, (iii) furnishing other documents and information regarding the Company’s credit facilities upon Closing and any Debt Offers, Company or similar transactions its Subsidiaries required or customarily requested in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution delivery of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewithcustomary negative assurance opinion, (Biv) reasonably assisting with the preparation of any portion customary offering documents or memoranda, prospectuses and similar documents and to be used in connection with any financing, (v) causing the Company’s auditors to deliver drafts of customary comfort letters, including as to customary negative assurances and change period, confirming that such auditors are prepared to issue any such comfort letter reasonably requested in connection with any financing, and obtaining consents of the disclosure Company’s auditors for use of their reports in relation any customary materials relating to any financing and to be named as experts in connection with any filings pursuant to the Financing Transaction that relates to the Merger Securities Act or the Transactions Exchange Act, and (including any historical and pro forma financial information and operational data), (Cvi) executing and delivering any pledge and security document(or obtaining from its advisors), guaranteescustomary certificates, indentures, legal opinions or other definitive financing documents, and other certificates or documents and legal opinions instruments relating to other matters ancillary to any financing as may be reasonably requested by the Parent therewith; provided, that nothing herein shall require such cooperation to the extent it would materially and unreasonably interfere with the business or operations of the Company. Neither Company nor Merger Sub shall be required to take any such action that would subject them to liability, to pay any commitment or other similar fee, make any other payment or incur any out of pocket expenses (other than costs that will be reimbursed by P▇▇▇▇▇, provided such documents will not take effect until expense reimbursement invoices are supported by reasonable documentation of the Effective Timeexpenses set forth therein) and (D) deliveringor incur any other liability or provide or agree to provide any indemnity in connection with the financing or any of the foregoing, or procuring in each case prior to the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect Closing. The Company hereby consents to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs use of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives logos in connection with this Section 5.1(d) (including such Financing Transaction)any financing. (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from From and after the date of this Agreement, and through the earlier of the Merger Closing and the date on which this Agreement to the Effective Timeis terminated in accordance with Article VIII, the Company Bemis shall, and shall cause its subsidiaries the Bemis Subsidiaries to, and use commercially reasonable efforts to cause its and their respective officers, directors, employees and Representatives (including their auditors) to, cooperate provide such customary cooperation (including using commercially reasonable efforts to obtain any payoff letters to be delivered at the Merger Closing with respect to any current bank debt financing of Bemis or any Bemis Subsidiary) as is reasonably requested by Amcor in good faith the arrangement or continuation of any bank debt financing (including customary waivers or consents) or any capital markets debt financing (including providing reasonably available financial and other information regarding Bemis and the Bemis Subsidiaries customarily included in marketing and offering documents and to implement enable Amcor to prepare customary pro forma financial statements) for the purposes of, in the sole discretion of Amcor, financing any necessaryrollover, appropriate repayment or desirable arrangements refinancing of Indebtedness in connection with the Company’s and its subsidiaries credit facilitiesTransactions (collectively, indentures the “Debt Financing”); provided however that neither Bemis or other any Bemis Subsidiary shall be required to execute any definitive financing documents governing or relating pursuant to indebtedness with respect to any financing matters related which Indebtedness is incurred prior to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the MergerEffective Time. (iib) In furtherance As promptly as reasonably practicable after the receipt of the foregoingany written request by Amcor to do so, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, Bemis shall use its commercially reasonable efforts to commence and conduct offers to purchase or exchange, and conduct and/or consent solicitations with respect to, related to any or all of the outstanding aggregate principal amount and all other amounts due of any or all series of senior notes notes, debentures or other debt securities of the Company (the “Company Bemis or its Subsidiaries, including any Bemis Senior Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have on such other terms and conditions, including pricing terms terms, that are specified and amendments to the terms and provisions of the applicable indenture, as are specifiedrequested, from time to time, by Parent in consultation with the Company Amcor (each, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and which Amcor shall assist Bemis in connection therewith. Bemis shall request that ▇▇▇▇▇’▇ counsel provide such legal opinions as may be reasonably requested by Amcor that are permitted by customary or necessary in connection with the terms of such Company NotesDebt Tender Offers, if any. Amcor shall only request Bemis to conduct any Debt Tender Offer in compliance with the documents governing the applicable indentures debt securities and applicable Law, including the rules and regulations of the SEC, including Rule 14e-1 under the Exchange Act. Parent (or a subsidiary Notwithstanding the foregoing, the closing of Parent) shall not be permitted to commence any each Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press releaseTender Offer, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent)conditioned on the occurrence of the Merger Closing. Subject to the receipt of the requisite holder consentspreceding sentence, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company Bemis shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives Subsidiaries to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to cause their respective Representatives to, provide all cooperation as may be reasonably requested by Amcor in connection with any Debt Tender Offer, including using commercially reasonable efforts in assisting with the preparation of the related offer to purchase and letter of transmittal. Bemis (1i) obtain shall waive any of the required conditions to the Debt Tender Offers (other than the occurrence of the Merger Closing) and make any change to the Debt Tender Offers, in each case, as may be reasonably requested by Amcor and (ii) shall not, without the written consent of Amcor, waive any third party necessary condition to provide such disclosure, (2) develop an alternative any Debt Tender Offer or make any changes to providing such information so as to address such matters that is reasonably acceptable to the Company and Parent 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 violating Applicable Law or jeopardizing such privilegeany Debt Tender Offer. (vc) Parent Notwithstanding the foregoing, nothing in this Section 6.13 shall require Bemis, any of its Subsidiaries, or any of its or their directors or officers to commit to any action that is not contingent upon the Merger Closing or that would be effective prior to the Merger Closing, or bear any cost or expense or incur any liability prior to the Merger Closing that is not subject to reimbursement or indemnification under this Section 6.13. Amcor shall (i) promptly, upon request by Bemis, reimburse Bemis for all reasonable and documented out-of-pocket costs and expenses (including reasonable outside attorneys’ fees) incurred by Bemis pursuant to this Section 6.13 and (ii) indemnify and hold harmless Bemis, the Company, its subsidiaries Bemis Subsidiaries and their respective officers, directors, employees affiliates and their Representatives from and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or arising as a result of ▇▇▇▇▇’▇ performance of its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)6.13, except in to the event that such loss, damage, claim, cost extent suffered or expense arises out incurred as a result of or results from the gross negligence, bad faith, willful misconduct or bad faith by material breach of this Agreement on the Company or its subsidiaries in fulfilling part of Bemis, the Bemis Subsidiaries and their obligations pursuant to this Section 5.1(d)respective affiliates and their Representatives.

Financing Cooperation. (ia) During Prior to the period from Closing, Seller shall provide, shall cause the date Business Subsidiaries to provide, and shall use commercially reasonable efforts to cause its and their respective Representatives to provide such cooperation as is reasonably required and customary in connection with the arrangement of the Financing. Notwithstanding anything in this Agreement to the Effective Timecontrary, (A) none of Seller (at any time) or any of the Company shallBusiness Subsidiaries (prior to the Closing) shall be required to pay any commitment or other similar fee, incur or reimburse any costs or expenses (other than those fees, costs and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement expenses promptly reimbursed by Purchaser) or incur any necessary, appropriate other liability or desirable arrangements obligation of any kind in connection with the Company’s and its subsidiaries credit facilitiesFinancing, indentures (B) none of Seller (at any time) or other documents governing or relating to indebtedness with respect to any financing matters related of the Business Subsidiaries (prior to the TransactionsClosing) shall be required to execute, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and enter into or perform any Debt Offersbinding agreement or commitment, or adopt any resolution or otherwise take any corporate or similar transactions action or deliver any certificate, in connection with the Company’s debt securitiesFinancing (other than delivery of customary authorization letters with respect to the Seller and customary representation letters with respect to the Business Subsidiaries, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any Financing consisting of a syndicated credit facility), (C) nothing shall obligate Seller or all of the consent solicitationsany Business Subsidiary to provide, the Company shall execute a supplemental indenture or cause to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponprovided, and shall not become operative untilany legal opinion or to provide, the Closing. In connection with or cause to be provided, any such Debt Offersinformation or take, the Company shall use reasonable best efforts or cause to (i) deliver and to cause counsel for the Company to deliverbe taken, customary legal opinions, any action to the extent such opinions would not conflict with Applicable doing so could reasonably be expected to result in (x) a violation of applicable Law or Seller’s or any Business Subsidiary’s organizational documents or any Contract binding on Seller or any of its Subsidiaries or any confidentiality obligations binding on Seller or any of its Subsidiaries or (y) the loss of any attorney-client privilege and would be accurate (D) nothing shall obligate Seller or any Business Subsidiary to provide carve-out financial statements or other carve-out financial information, in light each case whether audited or unaudited, in respect of the facts and circumstances at Business or the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt OffersBusiness Subsidiaries. The dealer managercooperation of Seller and the Business Subsidiaries shall not unreasonably interfere with ongoing operations of Seller or any of its Subsidiaries or otherwise materially impair the ability of any Representative of Seller or any of the Business Subsidiaries to carry out its duties to Seller or any of its Subsidiaries. Purchaser shall promptly, solicitation agentupon request by Seller, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and reimburse Seller for all reasonable out-of-pocket expenses will be paid directly costs incurred by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, Seller or any of the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable Business Subsidiaries in connection with the structuringcooperation of Seller, marketing the Business Subsidiaries and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with Representatives contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company 4.13 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless Seller, the Company, its subsidiaries Business Subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of in connection with (i) the Financing, (ii) any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) used in connection with the Company’s obligations under this Section 5.1(dFinancing (except with respect to written information provided by Seller or any of the Business Subsidiaries specifically for inclusion in offering materials relating to the Financing), except in and (iii) any action taken by any of them at the event that such loss, damage, claim, cost or expense arises out request of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations Purchaser pursuant to this Section 5.1(d4.13, except, in the case of clauses (i) and (iii), to the extent such losses, damages, claims, costs or expenses arose from the gross negligence or willful misconduct of Seller or any of the Business Subsidiaries, as determined in a final, non-appealable judgment of a court of competent jurisdiction. (b) All non-public or otherwise confidential information obtained by Purchaser, its Representatives or its Financing Sources pursuant to this Section 4.13 shall be kept confidential in accordance with the Confidentiality Agreement, except that Purchaser shall be permitted to disclose such information to the Financing Sources, rating agencies and prospective lenders and investors during syndication of the Financing subject to the ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily Table of Contents used in confidential information memoranda for senior credit facilities), and to potential investors in a customary offering memorandum and related materials used in connection with an offering of debt securities used to finance the consummation of the Transactions.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the First Effective Time, the Company and the Company Subsidiaries shall, and shall use their reasonable best efforts to cause its subsidiaries their Representatives to, provide all customary cooperation, including provision of customary financial information, that is reasonably requested by Parent or Purchaser in connection with any third-party debt financing obtained by Parent or Purchaser for the purpose of financing the Mergers (it being understood that the receipt of any such debt financing is not a condition to the Mergers); provided, however, that (i) no such cooperation shall be required to the extent it would (A) unreasonably disrupt the conduct of the Company’s business, (B) require the Company or the Company Subsidiaries to incur any fees, expenses or other liability prior to the First Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (C) cause any representation or warranty in this Agreement to be breached, (D) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement or (E) be reasonably expected to cause any director, officer or employee of the Company or any Company Subsidiary to incur any material personal liability and its (ii) the Company and the Company Subsidiaries shall not be required to execute any credit or security documentation or similar agreement prior to the First Effective Time. (b) The Company and the Company Subsidiaries shall, and shall use their respective officers, directors, employees and reasonable best efforts to cause their Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements with Parent and Purchaser in connection with (i) the Company’s replacement, backstopping or amendment, as of the First Effective Time, of outstanding financial guaranties, letters of credit, letters of guaranty, surety bonds and its subsidiaries credit facilitiesother similar instruments and obligations of the Company and the Company Subsidiaries, indentures or other documents governing or relating to indebtedness with including granting any waivers in respect to any financing matters related thereof and facilitating the migration of such financial products to the Transactionsfacilities of Parent or its affiliates and (ii) the satisfaction or amendment, includingas of the First Effective Time, without limitationof derivative financial instruments or arrangements (including the Note ▇▇▇▇▇▇, the repayment of indebtedness underas well as other swaps, caps, floors, futures, forward contracts and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesoption agreements), in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form case as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures . Parent shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, reimburse the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d7.16(b).

Financing Cooperation. (i) During the period from the date of this Agreement Prior to the Effective TimeClosing, subject to Section 5.5(b) and Section 5.5(c), the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees and Representatives to, cooperate provide all customary cooperation and all customary financial information, in good faith to implement any necessary, appropriate each case that is reasonably requested by Purchaser or desirable arrangements Parent in connection with any financing obtained or to be obtained by Purchaser or Parent for the purpose of financing the transactions contemplated hereby or any transaction undertaken in connection therewith (it being understood that the receipt of any such financing is not a condition to Closing under this Agreement); provided, however, that (a) no such cooperation shall be required to the extent it would (i) unreasonably disrupt the conduct of the Company’s and or any of its subsidiaries credit facilitiesSubsidiaries’ businesses, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of require the foregoingCompany or its Subsidiaries to incur any fees, Parent expenses or other liabilities prior to the Closing for which it is not previously or promptly reimbursed or simultaneously indemnified by Purchaser or Parent, (iii) be reasonably expected to cause any director, officer or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes other employee of the Company or any of its Subsidiaries to incur any personal liability, or (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with iv) require the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the to waive or amend any terms of such Company Notes, the applicable indentures this Agreement or any Material Contract; and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parentb) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments Subsidiaries shall not be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, required in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts cooperation to (i) deliver and enter into or approve any agreement or other documentation, or agree to cause counsel for the Company to deliverany change or modification of any existing agreement or other documentation, customary legal opinions, that would be effective prior to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and Closing or (ii) cause the Company’s independent accountants to provide customary consents for use of their reports any indemnity prior to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses Closing for which the Company (or, if relevant, any member it has not received prior reimbursement or is not otherwise indemnified by or on behalf of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company Purchaser or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Parent. Notwithstanding anything to the contrary set forth in this Agreement, the condition set forth in Section 5.1(d4.3(b), the Company shall not be required as its applies to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)5.12, except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by shall be deemed satisfied unless the Company or has Intentionally Breached its subsidiaries in fulfilling their obligations pursuant to under this Section 5.1(d)5.12 and such breach results in, or is a cause of, Purchaser’s or Parent’s failure to obtain any financing contemplated herein.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective Time, the Company Rockets shall, and shall cause its subsidiaries Subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith use its and their respective commercially reasonable efforts to implement any necessary, appropriate or desirable arrangements provide such information (including financial information) and such cooperation as may be reasonably requested by Mavericks in connection with any financing transactions contemplated to be entered into by Mavericks or any of its Subsidiaries in connection with or related to the Company’s Merger and otherwise not prohibited hereunder (any such financing, a “Financing”). (b) Mavericks shall (i) keep Rockets reasonably informed of the status of its efforts to arrange any Financing and (ii) as promptly as practicable following execution and delivery, furnish to Rockets, upon receipt of a written request, execution versions of any commitment letters, fee letters (which may be redacted in a customary manner as it relates to fee amounts, yield or interest rate caps, original issue discount amounts, “securities demand” provisions, or “market flex” provisions or other similar economic terms that are confidential) and definitive financing documents related to the Financing. (c) Notwithstanding the foregoing, nothing herein shall require such cooperation to the extent it would (i) unreasonably disrupt the ordinary conduct of the business or operations of Rockets or its Subsidiaries, (ii) require Rockets or its Subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability or give any indemnities prior to the Effective Time unless Mavericks reimburses or is required to reimburse or indemnify Rockets or its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (iii) require Rockets or its Subsidiaries to take any action that would reasonably be expected, in the reasonable judgment of Rockets after consultation with its legal counsel, to conflict with, or result in any violation or breach of, any applicable (A) Laws or Orders binding on Rockets or its Subsidiaries or (B) obligations of confidentiality (not created in contemplation hereof) binding on Rockets or its Subsidiaries (provided that in the event that Rockets or its Subsidiaries do not provide information in reliance on the exclusion in this clause (B), Rockets and its subsidiaries credit facilitiesSubsidiaries shall provide notice to Mavericks promptly that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)) or (iv) require Rockets or its Subsidiaries to (A) pass resolutions or consents, indentures approve or authorize the execution of, or execute any document, agreement, certificate or instrument or take any other documents governing or relating to indebtedness corporate action with respect to any financing matters related Financing that is not contingent on the Closing or that would be effective prior to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, Effective Time or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (iiB) In furtherance of the foregoing, Parent (provide or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and cause its legal counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, provide any legal opinions that are not required in connection with any Financing. Mavericks acknowledges and agrees that any access or all information contemplated to be provided by Rockets or any of the consent solicitations, the Company shall execute a supplemental indenture its Subsidiaries pursuant to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinionsthis Section 6.19 shall, to the extent such opinions would not conflict with Applicable Law and would information constitutes material non-public information of Rockets, only be accurate provided to other Persons (including any actual or potential lender, investor, arranger, bookrunner, administrative agent, collateral agent or Person otherwise involved in light the provision or the arrangements of the facts Financing), if such other Person affirmatively agrees to maintain the confidentiality of such information pursuant to a customary confidentiality agreement and circumstances at the time delivered to comply with all federal and (ii) cause the Company’s independent accountants state securities laws and regulations applicable to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parentsuch information. (iiid) The Company acknowledges Mavericks shall indemnify, defend and agrees that it may be necessary for Parent hold harmless Rockets, its Subsidiaries and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claimsClaims and reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of outside legal counsel, accountants, investment bankers, experts, consultants and other advisors, and the costs or expenses of all filing fees and printing costs) actually suffered or incurred by them in connection with any of them of action taken in accordance with this Section 6.19 and any type information utilized in connection therewith (other than information related to Rockets and its Subsidiaries provided in writing by Rockets or its Subsidiaries in connection with this Section 6.19), in any case, except to the extent resulting from information provided to Parent in writing by the Company suffered or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out incurred as a result of or results from the gross negligence, willful misconduct or misconduct, bad faith or fraud by the Company or of Rockets or its subsidiaries Subsidiaries or their respective Representatives. In addition, Mavericks shall, promptly upon written request by Rockets, reimburse Rockets for all reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of outside legal counsel, accountants, investment bankers, experts, consultants and other advisors, and the costs of all filing fees and printing costs) incurred by Rockets or its Subsidiaries in fulfilling their connection with the performance of Rockets’ obligations pursuant to under this Section 5.1(d)6.19.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective TimeInterim Period, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall cause its and their respective officers, directors, employees and Representatives to, cooperate provide all cooperation reasonably requested by Parent in good faith to implement any necessaryconnection with financing arrangements (including assumptions, appropriate guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or desirable arrangements prepayments of the Company Debt Agreements) as Parent may reasonably determine necessary or advisable in connection with the Companycompletion of the Mergers or the other transactions contemplated hereby, including timely taking all corporate action reasonably necessary to authorize the execution and delivery of any documents to be entered into prior to Closing in respect of the Company Debt Agreements and delivering all officer’s certificates and its subsidiaries credit facilitieslegal opinions required to be delivered in connection thereof; provided that any arrangements, indentures guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents governing entered into pursuant to this Section 7.22(a) shall be effective at or relating to indebtedness with respect to any financing matters related immediately prior to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and Partnership Merger Effective Time (other than any Debt Offers, or similar transactions notices required to be given in connection with the Company’s debt securities, in each case, so long as the effectiveness advance of such time in order for any such financing arrangements is conditioned upon or documents to be effective at or immediately prior to the consummation of the MergerPartnership Merger Effective Time). (iib) In furtherance During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the foregoing, Parent following: (A) one or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct more offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of debt issued under the Company Notes Indenture for cash (the “Company NotesOffers to Purchase”), the consummation ; or completion of which shall be conditioned upon the Closing and which (B) one or more offers to purchase exchange any or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions all of the applicable indentureoutstanding debt issued under the Company Notes Indenture for securities issued by the Partnership or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Company Notes Indenture regarding certain proposed amendments thereto (the “Consent Solicitations” and, as are specified, from time to time, by Parent in consultation together with the Company (eachOffers to Purchase and Offers to Exchange, a “Debt Offer” and collectivelyif any, the “Debt OffersNote Offers and Consent Solicitations”); provided that any such notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Closing. Any Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by Parent and which are permitted by the terms of such the Company Notes, the applicable indentures Notes Indenture and applicable LawLaws, including SEC rules and regulations. Parent shall consult with the Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the rules timing and regulations commencement of the SECany Note Offers and Consent Solicitations and any tender deadlines. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal or transmittal, press release, if any, in connection with therewith, and each other document relevant to the Debt Offer transaction that will be distributed by Parent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments Documents, and Parent shall be considered in give reasonable and good faith consideration to any comments made or input provided by Parent)the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitationsConsent Solicitations, the Company shall execute a supplemental indenture to the Company’s indentures Company Notes Indenture in accordance with the terms thereof amending the terms and provisions of thereof as described in the applicable Debt Offer documents Documents in a form as reasonably requested by ParentParent (the “Supplemental Indenture”); provided that the amendments effected by such supplemental indentures shall be conditioned upon, and indenture shall not become operative until, until the Closing. In connection with any such Debt OffersDuring the Interim Period, at Parent’s sole expense, the Company shall use and shall cause its Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Parent to assist Parent in connection with any Note Offers and Consent Solicitations (including using commercially reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt OffersNote Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt any Note Offers and Consent Solicitations will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly retained by Parent. (iii) The Company acknowledges . If, at any time prior to the completion of the Note Offers and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing TransactionConsent Solicitations, the Company shallor any of its Subsidiaries, and 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 Debt Offer Documents, so that the Debt Offer Documents shall cause its subsidiaries and their respective officersnot 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, directorsin light of circumstances under which they are made, employees and Representatives tonot misleading, cooperate and use its and their reasonable best efforts to provide such party that discovers such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (1) obtain promptly notify the required consent of any third party necessary to provide such disclosureother Party, (2) develop and an alternative to providing appropriate amendment or supplement prepared by Parent describing such information so as to address such matters that is reasonably acceptable shall be disseminated to the Company and Parent and (3) utilize holders of 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by notes outstanding under the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)Notes Indenture.

Financing Cooperation. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Financing Commitment on or prior to the Closing Date. Such actions shall include using reasonable best efforts: (i) During to maintain in full force and effect the period from Debt Financing Commitment in the form provided to the Company on or prior to the date of this Agreement hereof (or as modified in accordance herewith), (ii) to satisfy all conditions precedent to the Effective TimeDebt Financing in the control of Parent Parties and Merger Sub that are expressly required to be satisfied by Parent Parties or Merger Sub and (iii) to negotiate, execute and deliver definitive documents, including a credit agreement and other definitive financing documents as may be reasonably requested by Parent (“Debt Financing Documents”) that reflect the Company shallterms contained in the Debt Financing Commitment (including, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any as necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect agreeing to any financing matters related requested changes to the Transactions, including, without limitation, commitments thereunder in accordance with any “flex” provisions contained in the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and Debt Financing Commitment or any Debt Offers, or similar transactions in connection with the Company’s debt securitiesrelated fee letter), in each casecase which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at Closing. Each of Parent and Merger Sub shall not permit or consent to, so long as without the effectiveness prior consent of the Company, (x) any amendment, supplement or modification to be made to the Debt Financing Commitment (without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed) if such arrangements is conditioned upon amendment, supplement or modification would (A) expand or impose new conditions precedent to the funding of the Debt Financing from those set forth therein on the date hereof, (B) reasonably be expected to materially impair, delay or prevent the availability of all or a portion of the Debt Financing or the consummation of the Merger. transactions contemplated by this Agreement or (iiC) In furtherance reduce the aggregate amount of the foregoing, Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) to an amount such that Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, is not able to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon consummate the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Restricted Commitment Amendments”); provided, that subject to the limitations set forth in this Section 5.13, each of Parent and Merger Sub may amend, restate, amend and restate, or otherwise modify the Debt Offer Documents”Financing Commitment (1) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitment as of the date hereof, (2) to implement any “flex” provisions applicable thereto and (3) to amend or agree to other amendments or waivers, (y) any waiver of any remedy against the Debt Financing Sources under the Debt Financing Commitment (other than a condition to funding in favor of the lenders thereunder), or (z) early termination of the Debt Financing Commitment prior to the termination of this Agreement, in each case of the foregoing, in a manner that could reasonably be expected to materially impair, delay or prevent the consummation of the Closing. For purposes of this Agreement, references to the “Debt Financing Commitment” shall include such document(s) as permitted or required by this Section 5.13 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. Promptly following any reasonable period request of time in advance of commencing the applicable Debt Offer to allow the Company (or its counsel), each of Parent and Merger Sub shall keep the Company informed in reasonable detail of the status of its counsel efforts to review arrange the Debt Financing. (b) Each of Parent and comment on such Merger Sub shall promptly notify the Company in writing (i) of any material breach or default by Parent or Merger Sub or any of their respective Affiliates (or, to Parent’s knowledge, the Debt Offer Documents Financing Sources) under the Debt Financing Commitment, (which comments shall ii) of the receipt by Parent or Merger Sub or any of their respective Affiliates or Representatives of any written notice from the Debt Financing Sources, any lender or any other Person with respect to any actual breach, default or termination of the Debt Financing Commitment that could reasonably be considered expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Financing Commitment at Closing, (iii) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by Parent). Subject the Debt Financing Commitment, and such failure could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Financing Commitment at Closing and (iv) of the termination or expiration of the Debt Financing Commitment prior to the receipt termination of this Agreement. (c) In the event that any portion of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described Debt Financing becomes unavailable in the applicable manner (including the “flex” conditions) or from the sources contemplated in the Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponFinancing Commitment, each of Parent and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to arrange for and obtain as promptly as practicable following the occurrence of any such event, alternative debt financing (ithe “Alternative Financing”), including from alternative sources on terms and conditions that are not less favorable to Parent (including the “flex” conditions) deliver than those set forth in the Debt Financing Commitment and in an amount sufficient to cause counsel for consummate the transactions contemplated hereby and perform all of its obligations hereunder, it being understood and agreed that if Parent and Merger Sub proceed with any Alternative Financing, each of Parent and Merger Sub shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, each of Parent and Merger Sub shall promptly provide the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light a copy of the facts new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitments”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing” and circumstances at any reference to “Debt Financing Commitment” shall include the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent“Alternative Financing Commitment”. (iiid) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (1) obtain provide to Parent, and shall, upon reasonable advance notice and during normal business hours, use its commercially reasonable efforts to cause the required consent respective officers and employees of any third party necessary the Acquired Companies, and use its commercially reasonable efforts to cause the Representatives of the Company to provide such disclosureto Parent, (2) develop an alternative to providing such information so as to address such matters all cooperation reasonably requested by Parent that is reasonably required in connection with any debt assumption, any Third Party debt financing or refinancing transaction or underwritten public offering of Parent Common Shares or Parent Preferred Shares for cash that Parent may pursue prior to the Closing Date (collectively, “Financing Activities”), including using commercially reasonable efforts to do the following: (a) furnishing Parent as promptly as reasonably practicable upon request by Parent with all financial statements, financial data and other information regarding the Acquired Companies of the type that would be reasonably required by Regulation S-X or Regulation S-K promulgated under the Securities Act for a public offering of securities of Parent (including for use in Parent’s preparation of pro forma financial statements; provided, that none of the Acquired Companies or any of their respective Affiliates shall be required to prepare any projections, pro forma financial statements or pro forma adjustments); and (b) 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 Parent (with appropriate 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 Parent, as the Company case may be; provided, however, that none of the Acquired Companies shall be required to provide cooperation under this Section 5.13(d) that: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) causes any covenant, representation or warranty in this Agreement to be breached; (iii) causes any closing condition set forth in Article 6 to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which the any of the Acquired Companies is a party; (iv) requires the Acquired Companies to incur any Liability (including, without limitation, any commitment fees and Parent and (3expense reimbursement) utilize in connection with any Financing Activity prior to 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 violating Applicable Law or jeopardizing such privilege. Closing; (v) requires the Acquired Companies or their respective directors, trustees, officers, managers or employees to give any legal opinion or other opinion of counsel or to execute, deliver or enter into, or perform any agreement, document, certificate or instrument (other than with respect to customary “comfort letters”) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing Activities is obtained that is not contingent upon the Closing or that would be effective at or prior to the Partnership Merger Effective Time; (vi) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law or applicable confidentiality undertaking or that constitutes privileged information or attorney-client work product; (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or will conflict with or violate, its Organizational Documents, or would result in a violation or breach of, or default under, any agreement or Contract to which the Acquired Companies is a party; (viii) results in any officer, trustee or director of the Acquired Companies incurring personal Liability with respect to any matter relating to any Financing Activity or requires any officer, trustee, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, trustee, director or other Representative reasonably believes, in good faith, contains any untrue certifications; or (ix) requires the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement. In no event shall the Company be in breach of this Section 5.13 because of the failure to prepare any financial or other information that is not currently readily available to the Acquired Companies on the date hereof or that is not prepared in the ordinary course of business of the Acquired Companies at the time requested by Parent or for the failure to obtain review of any financial or other information by its accountants. Parent shall keep the Company reasonably informed, on a reasonably current basis, of the status of its efforts to arrange and consummate any Financing Activity. Parent shall provide the Company with copies of any material definitive documents in respect of any Financing Activity and such other information and documentation regarding any Financing Activity and any syndication efforts, as applicable, as shall be reasonably requested by the Company. Parent shall promptly, upon request by the Company and, in any event, on the Closing Date, 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 Parties in connection with the cooperation provided or other action taken by the Company Parties pursuant to this Section 5.13(d) and indemnify and hold harmless the Company, its subsidiaries the Company Subsidiaries and their respective officers, directors, employees directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs or expenses costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any of them of such Financing Activity, any type (other than to the extent resulting from information provided to Parent utilized in writing connection therewith or any action taken by the Company or any of the Company Subsidiaries pursuant to this Section 5.13(d); provided, however, that the foregoing indemnity shall not apply with respect to any willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any other Acquired Company under this Agreement. All nonpublic or otherwise confidential information regarding the Acquired Companies obtained by Parent, its subsidiariesAffiliates or their Representatives pursuant to this Section 5.13(d) shall be kept confidential in connection accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, the effectiveness of any documentation executed by the Acquired Companies pursuant to this Section 5.13(d) shall be subject to the occurrence of the Partnership Merger Effective Time, and none of the Acquired Companies and any Persons who are trustees or directors of the Acquired Companies shall be required to pass resolutions or consents to approve or authorize the execution of, 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, in each case, with an effective date prior to the Partnership Merger Effective Time. Each of the Parent Parties acknowledges and agrees that its obligations under this Agreement to consummate the Transactions, including without limitation the Mergers, shall not be conditioned in any respect on the Parent Parties’ receipt of proceeds from, or any other aspect of, a debt assumption or any Financing Activity referenced in this Section 5.13(d). Notwithstanding anything to the contrary, the condition precedent set forth in Section 6.2(b), as it applies to the Company’s obligations under this Section 5.1(d5.13(d), except in shall be deemed satisfied, unless the event that Company has materially and willfully breached its obligations under this Section 5.13(d), Parent has provided to the Company written notice of such loss, damage, claim, cost or expense arises out breach within ten (10) Business Days of or results from first becoming aware of such breach and the gross negligence, willful misconduct or bad faith Company fails to cure such breach by the Company earlier of ten (10) Business Days after such notice is provided or its subsidiaries in fulfilling their obligations pursuant five (5) Business Days prior to this Section 5.1(d)the End Date.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeClosing, the Company shallSeller shall provide, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives Subsidiaries to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and cause their respective officersRepresentatives, directorsincluding legal and accounting, employees and Representatives from and against any and to, provide all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing cooperation reasonably requested by the Company Buyer or its subsidiaries) any financing source providing the Financing in connection with the CompanyFinancing, 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 other financing transaction executed in connection with the transactions contemplated hereby, (ii) delivering to the Title Company the Owner’s obligations Affidavit and all other items reasonably requested by the Buyer or the Title Company in order to facilitate the issuance of customary lender’s policies of title insurance in form and substance satisfactory to the applicable financing source, (iii) taking such actions as are reasonably and customarily undertaken by sellers of real estate to mitigate mortgage recording or similar taxes such as requesting the lender under the Existing Loans to assign over existing mortgages to Buyer’s lender, as described in Article XV of this Section 5.1(d)Agreement and (iv) providing such information, except documents and certificates reasonably requested by the Buyer customary in debt financings of transactions similar to the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained herein, (i) neither the Seller nor any of its Subsidiaries shall be required to pay any commitment or other fee in connection with the Financing, (ii) neither the Seller nor any of its Subsidiaries shall be required to incur, and none of them shall have, prior to the 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 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, (iv) neither the Seller nor any of its Subsidiaries shall 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 Financing and (v) neither the Seller nor any of its Subsidiaries shall be required to take any action that would violate its respective Organizational Documents or any Laws or that would result in the event contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any Contract to which any such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)Person is a party.

Financing Cooperation. (ia) During Parent and Merger Sub shall, and shall cause their Affiliates to, use reasonable best efforts (taking into account the period from expected timing of the Marketing Period) to take all actions and to do or cause to be done all things necessary, proper or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in the Commitment Letter; provided, however, Parent may (x) amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement or (y) otherwise replace or amend the Commitment Letter so long as such action is not material and would not reasonably be expected to delay, hinder or prevent the consummation of the Offer or the Closing and the terms are not materially less beneficial to Parent, with respect to conditionality, than those in the Commitment Letter as in effect on the date of this Agreement. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Commitment Letter without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed) if such amendment, supplement, modification or waiver: (i) reduces the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Commitment Letter and related fee letters (including pursuant to any “flex” provisions thereof) in effect on the date hereof unless the Debt Financing is increased by such amount); (ii) (A) imposes new or additional conditions or (B) otherwise adversely expands, amends or modifies any of the conditions precedent to the Effective TimeDebt Financing, or otherwise expands, amends or modifies any other provision of the Commitment Letter, in each case of this subsection (ii), in a manner that would reasonably be expected to prevent or materially delay, hinder or prevent the ability of Parent to consummate the Offer or the Closing; or (iii) would otherwise materially adversely impact the ability of Parent to enforce its rights against other parties to the Commitment Letter or otherwise to timely consummate the Transactions. Parent shall promptly deliver to the Company copies of any such amendment, modification, waiver or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Commitment Letter as permitted to be amended, modified or replaced by this Section 8.02(a) or Section 8.02(c) and references to “Commitment Letter” shall include such documents as permitted to be amended, modified or replaced by this Section 8.02(a) or Section 8.02(c). (b) Parent and Merger Sub shall, and shall cause their Affiliates to, use reasonable best efforts to take all actions and to do or cause to be done all things necessary, proper or advisable to: (i) maintain in effect the Commitment Letter; (ii) negotiate and enter into Definitive Financing Agreements on the terms and conditions contained in the Commitment Letter (including the “flex” provisions contained in any related fee letter) or on other terms in the aggregate materially no less favorable to Parent, as to conditionality, than the terms and conditions in the Commitment Letter; provided, however, in no event shall any such Definitive Financing Agreement contain terms (other than those included in the Commitment Letter) that would reasonably be expected to prevent or materially delay, hinder or prevent the consummation of the Offer or the Closing; (iii) satisfy (or, if deemed advisable by Parent, seek the waiver of) on a timely basis all conditions applicable to Parent that are within its control as set forth in the Commitment Letter and to comply with all of its material obligations pursuant to the Commitment Letter; (iv) upon satisfaction of such conditions, cause the funding of the Debt Financing at or prior to the time at which payment for validly tendered Shares is required to be made hereunder (together with other sources of funds, with respect to amounts required to pay the aggregate Cash Consideration and the cash portion of the aggregate Merger Consideration and to consummate the Transactions); (v) take each of the actions required of the Company and its Subsidiaries in Section 8.02(d) below with respect to itself and its Affiliates as necessary; and (vi) give the Company prompt notice of any material breach by any party to the Commitment Letter of which Parent has become aware or any termination of the Commitment Letter. Without limiting the foregoing, Parent agrees to notify the Company promptly if at any time any Lender notifies Parent that such source no longer intends to provide or arrange (as applicable) financing on the terms set forth therein. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 8.02 shall require Parent or any Affiliate thereof to pay any fees materially in excess of those contemplated by the Commitment Letter and any related fee letter (including pursuant to the “flex” provisions contained in any fee letter relating to the Debt Financing). (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the Commitment Letter is terminated or modified in a manner materially adverse to Parent for any reason, Parent shall promptly notify the Company in writing and shall use reasonable best efforts to arrange to obtain alternative financing from alternative sources for such portion as promptly as practicable following such event on terms no less favorable to Parent in any material respect as those contained in the Commitment Letter and in an amount sufficient, together with any other form of Financing and cash on hand of Parent and Merger Sub, if any, to fund the aggregate Cash Consideration and the cash portion of the aggregate Merger Consideration and to consummate the Transactions (the “Alternate Financing”) and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as provided under the Commitment Letter originally issued, to the extent needed to fund the aggregate Cash Consideration and the cash portion of the aggregate Merger Consideration and to consummate the Transactions, and on terms and conditions (including all terms, termination rights, flex provisions and funding conditions) not materially less favorable in the aggregate to Parent than those included in the Commitment Letter (an “Alternate Commitment Letter”). Parent and Merger Sub shall, and shall cause their Affiliates to, use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and things necessary, proper or advisable to comply with the terms of Section 8.02(a) as though the references therein to Commitment Letter and Debt Financing were instead references to the Alternate Commitment Letter and the Alternate Financing, respectively. Parent and Merger Sub shall, and shall cause their Affiliates to, use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take all actions and things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any Alternate Commitment Letter, including by complying with its obligations under Section 8.02(b) as though the references therein to Commitment Letter and Debt Financing were instead references to the Alternate Commitment Letter and the Alternate Financing, respectively. (d) Prior to the Closing, the Company shall, and shall cause each of its subsidiaries and its and their respective officers, directors, employees and Representatives Subsidiaries to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide provide, and shall use reasonable best efforts to cause its respective Representatives to use reasonable best efforts to provide, Parent such information and documentation cooperation as may be necessary or reasonably desirable in connection requested by Parent. Such cooperation shall include, to the extent not inconsistent with the structuringlevel of effort described in the foregoing sentence: (i) as promptly as reasonably practical, marketing (x) furnishing Parent and execution the Lenders and their respective Representatives with the Required Information and (y) informing Parent if the Company or its Subsidiaries shall have Knowledge of any Financing Transaction, including facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (Aii) participating in meetings and a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agency presentations agencies in connection with the Financing Transaction and preparing materials assisting Parent in connection therewith, obtaining ratings as contemplated by the Debt Financing; (Biii) assisting with the preparation of any portion materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (confidential and public), prospectuses and similar documents required in connection with the Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda to be included in offering documents contemplated by the disclosure Debt Financing; (iv) using reasonable best efforts to cause its independent auditors to provide, consistent with customary practice, (A) consent to offering documents, private placement memorandum, bank information memorandum, prospectuses and similar marketing documents that include or incorporate the Company’s consolidated financial information and their reports thereon, in relation each case, to the Financing Transaction that relates to extent such consent is required, (B) reasonable assistance in the Merger or the Transactions preparation of pro forma financial statements by Parent, (C) customary comfort letters (including any historical “negative assurance” comfort) upon completion of customary procedures, and (D) reasonable assistance and cooperation to Parent, including attending accounting due diligence sessions; (v) using reasonable best efforts to assist Parent in connection with its preparation of pro forma financial information and operational data)financial statements to the extent necessary (or reasonably required by the Lenders) to be included in any offering documents; provided, that Parent shall have provided the Company with information relating to the proposed debt and equity capitalization that is required for such pro forma financial information in financial reports; (Cvi) using reasonable best efforts to (x) provide monthly financial statements (excluding footnotes) within fifteen (15) Business Days of the end of each month prior to the Closing and (y) providing quarterly financial statements within forty-five (45) days of the end of each fiscal quarter prior to the Closing; (vii) executing and delivering as of the Closing any guarantees, pledge and security document, guarantees, indenturesdocuments, other definitive financing documentsDefinitive Financing Agreements, and or other certificates certificates, legal opinions or documents and legal opinions as may be reasonably requested by Parent and otherwise facilitating the pledging of collateral (provided such documents will including cooperation in connection with the pay-off of existing indebtedness to the extent contemplated by this Agreement and the release of related Liens and termination of security interests and guarantees); (viii) using reasonable best efforts to assist Parent in obtaining waivers, consents, estoppels and approvals from other parties to material Real Property Leases, rights of way and other encumbrances and the Company Material Contracts and to arrange discussions among Parent and the Lenders and their respective Representatives with other parties to material Real Property Leases, rights of way and other encumbrances and the Company Material Contracts as of the Acceptance Time; (ix) using reasonable best efforts to (A) permit the Lenders involved in the Debt Financing to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing Date and to assist with other reasonable and customary collateral audits and due diligence examinations) and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Debt Financing; (x) taking all corporate actions, subject to the consummation of the Offer, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with the cash at the Company and each of its Subsidiaries, if any (not take effect needed for other purposes), to be made available at the Closing to consummate the Transactions; and (xi) providing all documentation and other information about the Company and its Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) to the extent reasonably requested at least five (5) Business Days prior to the anticipated Acceptance Time; provided, however, no obligation of the Company or any of its Subsidiaries, or any Lien on any of their respective assets, in connection with the Financing shall be effective until the Effective Time; none of the Company or any of its Subsidiaries or any Representatives of any of the foregoing shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing prior to the Effective Time; and no director or officer of the Company or any of its Subsidiaries shall be required to execute any agreement, certificate, document or instrument with respect to the Financing that would be effective prior to the Effective Time. (e) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents The Company shall use reasonable best efforts to periodically update any Required Information provided to Parent as may be necessary so that such Required Information is (i) Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information” and (iii) would not, after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Parent may, to most effectively access the financing markets, require (subject to the qualifications included in Section 8.02(d)) the cooperation of the Company under Section 8.02(d) at any time, and from time to time and on multiple occasions, between the date hereof and the Closing. (f) the Company hereby consents to the use of its 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 desirable reasonably likely to harm or disparage the Company and its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries. (includingg) Parent shall promptly, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the CompanyCompany following any termination of this Agreement pursuant to Section 10.01, reimburse the Company or any of its Affiliates, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including reasonable outside attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives such Person in connection with its cooperation contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) 8.02. Parent shall indemnify and hold harmless the Company, its subsidiaries Affiliates and their respective officers, directors, employees and its Representatives from and against any and all liabilities, losses, damages, claims, costs or expenses costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this arrangement of the Debt Financing (including, but not limited to, any action taken in accordance with Section 5.1(d8.02(d), except ) and any information utilized in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)connection therewith.

Financing Cooperation. (ia) During the period from the date Each of this Agreement Parent and Merger Sub shall use its reasonable best efforts to the Effective Time, the Company shalltake (or cause to be taken) all actions, and shall to do (or cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any be done) all things necessary, appropriate proper or desirable arrangements in connection with advisable to consummate and obtain the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation proceeds of the Merger. (ii) In furtherance of Debt Financing contemplated by the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to Debt Financing Commitments on the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as conditions described in the Debt Financing Commitments (including any flex provisions applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponthereto), and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use including using reasonable best efforts to (i) deliver negotiate definitive agreements with respect thereto on the terms and to cause counsel for conditions (including the Company to deliverflex provisions) contained therein or on other terms not materially less favorable, customary legal opinionsin the aggregate, to Parent (as determined in the extent such opinions would reasonable judgment of Parent) and not conflict with Applicable Law and would be accurate in light violation of the facts and circumstances at the time delivered and this Section 5.2(a) (including clauses (A)-(C) below), (ii) cause the Company’s independent accountants satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to provide customary consents for use of their reports to the extent required Parent and Merger Sub in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation Financing Commitments that are within its control and otherwise comply with the Company its obligations thereunder and their pay related fees and out-of-pocket expenses will be paid directly by Parent. on the Closing Date, (iii) The Company acknowledges maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and agrees supplements not prohibited by this Section 5.2(a)) until the transactions contemplated by this Agreement 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. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the Debt Financing Commitments; provided, that it may be necessary for Parent and its subsidiaries to enter into financing transactions (includingany such amendment, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendmentssupplement, amendment and restatementsrestatement or other modification shall not, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating without the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, prior written consent of the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating add new (or adversely modify any existing) conditions precedent to the Debt Financing as set forth in meetings and due diligence sessions and rating agency presentations the Debt Financing Commitments as in connection with effect on the Financing Transaction and preparing materials in connection therewithdate hereof, (B) assisting with except as otherwise set forth herein, reduce the preparation of any portion aggregate amount of the disclosure 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 relation the Debt Financing Commitments) in a manner that would adversely impact the ability of Parent to the Financing Transaction that relates to consummate the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates that would otherwise be expected to delay or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of impede the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).or

Financing Cooperation. (i) During If requested by the period from the date of this Agreement to the Effective TimeInvestor Parties, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith will use commercially reasonable efforts to implement any necessary, appropriate or desirable arrangements provide the following cooperation in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness Investor Parties obtaining any Permitted Loan: (i) entering into an issuer agreement (an “Issuer Agreement”) with respect to any financing matters related to the Transactions, includingeach lender in customary form in connection with such transactions (which agreement may include, without limitation, the repayment of indebtedness under, agreements and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation obligations of the Merger. (ii) In furtherance Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable and certain acknowledgments regarding securities law status of the foregoing, Parent (or a subsidiary of Parentpledge arrangements) will be permitted, in consultation with and subject to the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender, (ii) (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book-entry form on the consummation or completion books of which shall be conditioned upon the Closing The Depository Trust Company when eligible to do so (and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments providing any necessary indemnities to the terms and provisions transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends in lieu of the applicable indenturelegends specified in Section 5.09(a) above, (iii) if so requested by such lender or counterparty, as are specifiedapplicable, from time to time, by Parent re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations name of the SEC. Parent (relevant lender, counterparty, custodian or similar party to a subsidiary of Parent) shall not be permitted Permitted Loan, with respect to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company Permitted Loans solely as securities intermediary and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject only to the receipt extent an Investor Party or its Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Investor Parties relating to the delivery of the requisite holder consents, in connection with any Series A Preferred Stock or all Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the consent solicitations, loan and payment of the Company shall execute purchase price including a supplemental indenture to right for such lender as a third-party beneficiary of the Company’s indentures obligations hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase therefor in accordance with the terms thereof amending of this Agreement and (v) such other cooperation and assistance as the terms Investor Parties may reasonably request (which cooperation and provisions thereof as described in assistance, for the applicable Debt Offer documents in a form as reasonably requested by Parent; provided avoidance of doubt, shall not include any requirements that the amendments effected Company deliver information, compliance certificates or any other materials typically provided by such supplemental indentures shall be conditioned upon, and shall borrowers to lenders) that will not become operative until, unreasonably disrupt the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light operation of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports business. Anything in the preceding sentence to the extent required in connection with any Debt Offers. The dealer managercontrary notwithstanding, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with Company’s obligation to deliver an Issuer Agreement is conditioned on the Investor certifying to the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees in writing that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in meetings accordance with this Agreement, the Investor Party has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and due diligence sessions that the execution of such Permitted Loan and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewithterms thereof do not violate the terms of this Agreement, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates extent applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the Merger or the Transactions (including any historical lenders under that Permitted Loan and pro forma financial information and operational data), (C) executing the Investor Parties acknowledge and delivering agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any pledge inaccuracy in such certificate will be deemed a breach of this Agreement. The Investor Parties acknowledge and security document, guarantees, indentures, other definitive financing documents, agree that the statements and other certificates or documents agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed that in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse dispute between the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of Investor Parties under this Agreement the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company Investor Parties shall not be required entitled to (x) enter into any Financing Transaction prior to use the Effective Time that is not conditioned upon the consummation statements and agreements of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) Company in the reasonable good faith judgment of an Issuer Agreement against the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. If requested by Purchaser, the Company will provide the following cooperation in connection with the Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) During deposit such pledged Securities and/or Warrant Shares in book entry form on the period from books of The Depository Trust Company when eligible to do so or (ii) without limiting the date generality of this Agreement sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the Effective Timeextent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate (c) negotiating in good faith to implement any necessary, appropriate or desirable arrangements enter into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and its subsidiaries credit facilitiesapplicable Law (which agreement may include, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactionsprimarily, including, without limitation, the repayment of indebtedness under, agreements and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes obligations of the Company (relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure and certain acknowledgments regarding securities law status of the “Company Notes”pledge arrangements, and shall in include restrictions on Transfers of the pledged Securities and/or Warrant Shares consistent with Section 5.07(c)), the consummation or completion of which shall be conditioned upon the Closing (d) entering into customary triparty agreements with each lender and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments any applicable Purchaser relating to the terms and provisions delivery of the applicable indentureSecurities and/or Warrant Shares, as are specifiedapplicable, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, relevant lender for crediting to the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations relevant collateral accounts upon funding of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company loan and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt payment of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures Purchase Price in accordance with the terms thereof amending of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Securities and/or Warrant Shares, as applicable, upon payment of the Purchase Price therefor in accordance with the terms of this Agreement and provisions thereof (e) such other cooperation and assistance as described the Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the applicable Debt Offer documents preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Purchaser delivering to the Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a form Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Securities and/or Warrant Shares, as reasonably requested by Parent; provided applicable, as collateral to the lenders under such Permitted Loan and that the amendments effected by execution of such supplemental indentures shall be conditioned uponPermitted Loan and the terms thereof do not violate the terms of this Agreement or applicable Law, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (iB) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate applicable, whether the registration rights under the Registration Rights Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in light of the facts and Issuer Agreement) constitutes the only circumstances at under which the time delivered lenders under the Permitted Loan may foreclose on the Securities and/or Warrant Shares and (iiD) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company such Purchaser acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, will be relying on such certifications when entering into the Issuer Agreement and shall cause its subsidiaries any inaccuracy thereof will be deemed a breach of this Agreement. The Purchaser Parties acknowledge and their respective officers, directors, employees agree that the statements and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion agreements of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed Company in any capacity with respect to Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse dispute between the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which Purchaser Party under this Agreement the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company applicable Purchaser Party shall not be required entitled to (x) enter into any Financing Transaction prior to use the Effective Time that is not conditioned upon the consummation statements and agreements of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) Company in the reasonable good faith judgment of an Issuer Agreement against the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (a) Purchaser shall use reasonable best efforts to consummate the Financing on the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter (which reasonable best efforts shall include agreeing to the utilization of any “market flex” provisions contained therein), including using reasonable best efforts to (i) During negotiate and enter into definitive agreements with respect to the period Financing consistent with the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter and (ii) satisfy on a timely basis (or obtain the waiver of) all conditions to the Financing set forth in such definitive agreements that are to be satisfied by Purchaser. Purchaser shall comply with its obligations, and use its reasonable best efforts to enforce its rights, under the Debt Commitment Letter and the Fee Letter. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter of which Purchaser has become aware, or any purported termination of the Debt Commitment Letter. Purchaser shall not, without the prior written consent of Seller, (x) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or the Fee Letter if such amendment, modification, waiver or remedy results in new (or adversely modifies any existing) conditions to the consummation of the Financing or reduces the amount thereof, or (y) terminate, or take any action that would permit the termination of, the Debt Commitment Letter; provided, however, that Purchaser may terminate the Debt Commitment Letter so long as the Debt Commitment Letter is being simultaneously replaced with alternative financing arrangements on terms that are no less favorable to the interests of Seller than the terms contained in the Debt Commitment Letter (which alternative financing arrangements shall thereafter constitute the Financing hereunder). In the event that all or any portion of the Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter, regardless of the reason therefor, Purchaser shall (1) use its reasonable best efforts to obtain as promptly as possible alternative financing (including from other sources) in an amount such that the aggregate financing available to Purchaser is equal to the Purchase Price, which alternative financing shall be on terms that are no less favorable to the interests of Purchaser than the terms contained in the Debt Commitment Letter and the Fee Letter and shall not, without the consent of Seller (which consent shall not be unreasonably withheld), include any conditions to the consummation of such alternative financing that are not substantially the same as the conditions to the Financing set forth in the Debt Commitment Letter or otherwise be materially less favorable to the interests of Seller (any such alternative financing, an “Alternative Financing”), and (2) promptly notify Seller of such unavailability and the reason therefore. Purchaser’s obligations with respect to the Financing under this Section 6.16(a) shall also apply to any Alternative Financing; provided, however, that Purchaser shall not be obligated to agree to the utilization of any “market flex” that is less favorable to Purchaser than the “market flex” provisions contained in the Debt Commitment Letter and Fee Letter in force as of the date hereof. (b) Prior to the Closing, and, with respect to clause (iv) of this Agreement Section 6.16(b), prior to and after the Effective TimeClosing, the Company Seller shall, and shall cause its subsidiaries the other members of the Seller Group and its and their respective officers, directors, employees and Representatives advisors (including legal counsel and accountants) to, cooperate in good faith provide to implement any necessaryPurchaser all cooperation, appropriate or desirable arrangements on a timely basis, as reasonably requested by Purchaser in connection with the Company’s Financing (or any Alternative Financing), which cooperation shall include using reasonable best efforts to timely: (i) cause senior management and its subsidiaries credit facilitiesother appropriate employees of the Business to participate in a reasonable number of meetings, indentures or other presentations, road shows, due diligence sessions and sessions with rating agencies on reasonable advance notice; (ii) assist with the preparation of materials (including business projections and similar materials) for rating agency, lender and investor presentations, offering documents, private placement memoranda, bank information and syndication memoranda, prospectuses, marketing materials and similar documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s Financing or any Alternative Financing, including to cause management and other personnel to participate in related drafting sessions; (iii) furnish Purchaser and the relevant financing sources non-financial information of the type required under the Securities Act and of type and form customarily included in private placements of debt securitiessecurities under Rule 144A of the Securities Act or registered offerings of debt securities under the Securities Act by strategic acquirors of businesses to finance such acquisitions, to consummate any offering of securities contemplated by the Financing (it being understood that Purchaser shall have the right to include the information provided by Seller under this clause (iii) and the other Required Information in a current report filed with the SEC) (such information, together with the Audited Business Financial Statements, the Quarterly Financial Statements, the Monthly Financial Reports, any replacements or restatements thereof and supplements thereto, and, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation case of the Merger. (ii) In furtherance of Audited Business Financial Statements, the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchangeauditors’ report thereon, and conduct consent solicitations with respect to, any or all including consents of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports in any materials relating to the extent Financing or any Alternative Financing, the “Required Information”); provided, however, that the Required Information shall in no event include any “Management’s Discussion and Analysis”, “Compensation Discussion and Analysis” or similar disclosure related to the Business; (iv) assist in obtaining accountants’ comfort letters and auditor’s reports in respect of audited financials (including consents of accountants for use of their reposts in any materials relating to the Financing or any Alternative Financing) as reasonably requested by Purchaser; (v) assist Purchaser in satisfying the conditions to fund under the Debt Commitment Letter; (vi) execute or obtain and deliver at the Closing other customary certificates or other documents as may be reasonably requested by the relevant financing sources; and (vii) otherwise reasonably cooperate with the marketing efforts of Purchaser and its financing sources for any of the Financing or any Alternative Financing; provided, however, that neither Seller nor any other member of the Seller Group shall be required to pay any commitment or other fee, or incur any other material liability, in connection with this Section 6.16, the Financing or any Debt OffersAlternative Financing. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and Purchaser shall reimburse Seller for reasonable out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations costs incurred in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of Alternative Financing, including such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this compliance with Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent 6.14. Purchaser shall indemnify and hold harmless Seller, the Company, its subsidiaries other members of the Seller Group and their respective directors, officers, directors, employees and Representatives representatives from and against any and all losses, damages, claims, costs or expenses Losses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except arrangement of the Financing (or any Alternative Financing) and any information utilized in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)connection therewith.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective TimeInterim Period, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall cause its and their respective officers, directors, employees and Representatives to, cooperate provide all cooperation reasonably requested by Parent in good faith to implement any necessaryconnection with financing arrangements (including assumptions, appropriate guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or desirable arrangements prepayments of the Company Debt Agreements) as Parent may reasonably determine necessary or advisable in connection with the Companycompletion of the Mergers or the other transactions contemplated hereby, including timely taking all corporate action reasonably necessary to authorize the execution and delivery of any documents to be entered into prior to Closing in respect of the Company Debt Agreements and delivering all officer’s certificates and its subsidiaries credit facilitieslegal opinions required to be delivered in connection thereof; provided that any arrangements, indentures guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents governing entered into pursuant to this Section 7.20(a) shall be effective at or relating to indebtedness with respect to any financing matters related immediately prior to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and Partnership Merger Effective Time (other than any Debt Offers, or similar transactions notices required to be given in connection with the Company’s debt securities, in each case, so long as the effectiveness advance of such time in order for any such financing arrangements is conditioned upon or documents to be effective at or immediately prior to the consummation of the MergerPartnership Merger Effective Time). (iib) In furtherance During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the foregoing, Parent following: (A) one or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct more offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series debt issued under the Company Notes Indentures for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of senior notes the outstanding debt issued under the Company Notes Indentures for securities issued by the Partnership or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Company Notes Indentures regarding certain proposed amendments thereto (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Note Offers and Consent Solicitations”); provided that any such notice or offer shall expressly reflect that, and it shall be the case that, the closing of any such transaction shall not be consummated until the Closing and such transaction shall be funded using consideration provided by Parent or any of its Subsidiaries (or by the Company or any of the Company (Subsidiaries if the “Company Notes”payment thereof is to be made at or after the Closing), the consummation or completion of which . Any Note Offers and Consent Solicitations shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have made on such other terms and conditions, conditions (including pricing terms price to be paid and amendments to the terms and provisions of the applicable indenture, conditionality) as are specified, from time to time, proposed by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures Company Notes Indenture and applicable LawLaws, including SEC rules and regulations. Parent shall consult with the Company regarding the material terms and conditions of any Note Offers and Consent Solicitations, including the rules timing and regulations commencement of the SECany Note Offers and Consent Solicitations and any tender deadlines. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal or transmittal, press release, if any, in connection with therewith, and each other document relevant to the Debt Offer transaction that will be distributed by Parent in the applicable Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments Documents, and Parent shall be considered in give reasonable and good faith consideration to any comments made or input provided by Parent)the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitationsConsent Solicitations, the Company shall execute a supplemental indenture to each of the Company’s indentures Company Notes Indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents Documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, until the Closing. In connection with any such Debt OffersDuring the Interim Period, at Parent’s sole expense, the Company shall and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and their Representatives to, provide all cooperation reasonably requested by Parent to assist Parent in connection with any Note Offers and Consent Solicitations (i) deliver and including using commercially reasonable efforts to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt OffersNote Offers and Consent Solicitations); provided that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Note Offers and Consent Solicitations other than, in connection with the execution of (i) any supplemental indenture relating to the Consent Solicitations, with respect to which the Company shall (x) deliver customary officers’ certificates and (y) customary legal opinions to the trustee under the applicable Company Notes Indenture in the form required by the applicable Company Notes Indenture or (ii) any dealer manager agreement or other similar agreement, with respect to which the Company shall deliver customary legal opinions to the dealer manager or other similar agent in the form required by the applicable dealer manager agreement, but only if such opinion is required to be delivered at or prior to Closing, in each case, to the extent such certificates and opinions would not conflict with applicable Laws. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt any Note Offers and Consent Solicitations will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly retained by Parent. (iii) The Company acknowledges . If, at any time prior to the completion of the Note Offers and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing TransactionConsent Solicitations, the Company shallor any of its Subsidiaries, and 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 Debt Offer Documents, so that the Debt Offer Documents shall cause its subsidiaries and their respective officersnot 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, directorsin light of circumstances under which they are made, employees and Representatives tonot misleading, cooperate and use its and their reasonable best efforts to provide such party that discovers such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (1) obtain promptly notify the required consent of any third party necessary to provide such disclosureother Party, (2) develop and an alternative to providing appropriate amendment or supplement prepared by Parent describing such information so as to address such matters that is reasonably acceptable shall be disseminated to the Company and Parent and (3) utilize holders of 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by notes outstanding under the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)Notes Indentures.

Financing Cooperation. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions set forth in the Commitment Letter, including using its reasonable best efforts to (i) During maintain in effect the period Commitment Letter until the Merger and the other transactions contemplated by this Agreement are consummated, (ii) timely negotiate definitive agreements with respect to the facilities contemplated by the Commitment Letter on the terms and conditions set forth therein (or on terms that will not materially delay or prevent the Closing or make the funding with respect to the Financing less likely to occur), (iii) satisfy or cause to be waived on a timely basis all conditions applicable to Parent set forth in the Commitment Letter or such definitive agreements that are within its control and otherwise comply with its obligations thereunder and (iv) upon the satisfaction or waiver of such conditions, consummate the Financing; provided, that nothing herein shall prevent Parent from replacing all or any portion of the Financing provided for in the Commitment Letter with one or more commitments from financial institutions to provide an equal or greater amount of debt financing to be made available on or prior to the Closing Date with conditionality no less favorable to Parent in any material respect than that provided for in the Commitment Letter, and upon any such replacement, the definition of “Commitment Letter” set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such replacement debt financing and any related commitment letter. (b) Parent shall not amend, modify or waive, or agree to amend, modify or waive (in any case, whether by action or inaction), any term of the Commitment Letter without the prior written consent of the Company if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing available on the Closing Date to pay the aggregate Merger Consideration (unless, in the case of this clause (i), such amount is fully replaced with an amount of new financing with conditionality no less favorable to Parent in any material respect), or (ii) imposes new or additional conditions or amends or modifies any of the conditions precedent to the receipt of the Financing in a manner that would reasonably be expected to (x) materially delay or prevent the Closing, (y) make the timely funding of the Financing or satisfaction of the conditions precedent to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent to enforce its rights against any other party to the Commitment Letter or the definitive agreements with respect thereto in any material respect (provided, however, that Parent may, without the consent of the Company, amend or modify the Commitment Letter or the definitive agreements with respect thereto (A) in accordance with the “market flex” provisions thereof and (B) to add lenders, lead arrangers, bookrunners, syndication agents or other titled roles with respect to financial institutions that have not executed the Commitment Letter as of the date of this Agreement). Parent shall keep the Company reasonably informed of the status of the Financing and developments with respect thereto and shall, upon the request of the Company, provide to the Company copies of all material definitive documents related to the Financing (subject to customary redactions of fee letters). (c) If the Financing in an aggregate amount (together with cash and marketable securities on hand) at least equal to the aggregate Merger Consideration to be deposited with the Paying Agent and all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement becomes unavailable on the terms and conditions contemplated by the Commitment Letter, and such unavailable amount is reasonably required to make the payment to the Paying Agent of the aggregate Merger Consideration, all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement (such event, an “Original Financing Failure”), Parent shall promptly notify the Company in writing of the Original Financing Failure and Parent shall use its reasonable best efforts to arrange and obtain, as promptly as reasonably practicable, alternative financing from alternative sources on terms and conditions not materially less favorable, taken as a whole, to Parent than those contained in the Commitment Letter and the Fee Letter and in an amount, when added with cash and marketable securities of Parent and Sub, at least equal to the Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Commitment Letter”), which shall replace the existing Commitment Letter; provided that any such Alternate Financing shall not obligate the Company prior to the Closing as a surety, guarantor or indemnitor or to extend credit to any person. Parent shall promptly provide a true and complete copy of such New Commitment Letter to the Company. In the event a New Commitment Letter is obtained, (i) any reference in this Agreement to the “Financing” shall mean the 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 mean the New Commitment Letter and (iii) any reference in this Agreement to the “Fee Letter” shall be deemed to include any fee or other letter relating to the New Commitment Letter to the extent then in effect. (d) From the date of this Agreement to until the Effective Timeearlier of (x) the termination of this Agreement in accordance with its terms and (y) the Closing, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees and Representatives to, cooperate in good faith provide to implement any necessary, appropriate or desirable arrangements Parent all cooperation as may be reasonably requested by Parent in connection with the Company’s arrangement and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. Financing or any alternative financing arrangements entered into to provide funds for the aggregate Merger Consideration, and all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation provided that such cooperation does not unreasonably interfere with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all ongoing operations of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by ParentSubsidiaries). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use including using reasonable best efforts to (i) deliver participate in a reasonable number of requested meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and to cause counsel for prospective lenders, underwriters and purchasers of, the Company to deliverFinancing and the Company’s senior management and Representatives), customary legal opinionspresentations, to road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and Financing, (ii) cause assist with the Company’s independent preparation of (A) materials for rating agency presentations and investor presentations, (B) registration statements, prospectuses, offering memoranda and private placement memoranda (including use of reasonable best efforts to obtain any consents of accountants to provide customary consents for use of their reports to in any of the extent foregoing), (C) bank information memoranda (including a public-side version thereof) and (D) similar documents, in each case required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained customary in connection with the Debt Offers will be selected Financing or otherwise reasonably requested by Parent after consultation Parent, (iii) execute and deliver (or use reasonable best efforts to obtain) customary certificates, accountant’s comfort letters (which shall provide “negative assurance” comfort), consents, legal opinions, surveys and title insurance in each case as reasonably requested by the Financing Sources, (iv) provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or omission 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 their securities, (v) provide the lead arrangers or agents for, and prospective lenders, underwriters and purchasers of, the Financing with all documentation and other information required with respect to the Company and its Subsidiaries in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 , (vi) assist Parent and its Representatives with the preparation of the documents governing the Financing (including any schedules, annexes or exhibits thereto and any pro forma financial statements and financial projections required to be delivered thereunder and such other pertinent and customary financial and other information relating to the Company and its Subsidiaries as Parent shall reasonably request in order to market, syndicate and consummate the Financing), (vii) obtain customary payoff letters and any necessary lien terminations and other instruments of discharge in connection with the repayment of existing indebtedness of the Company and its Subsidiaries reasonably requested by Parent or any of its Subsidiaries and (viii) cooperate with Parent’s Financing Sources’ due diligence, to the extent customary or reasonable; provided, however, all non-public or otherwise confidential information regarding the Company obtained by Parent pursuant to this Section 5.07(d) shall be kept confidential in accordance with the Confidentiality Agreement, and the Company shall only be required to furnish such information to any prospective lenders or other proposed Financing Sources, underwriters, placement agents, initial purchasers or other third parties that have agreed to keep such information confidential; and provided further that nothing in this Agreement shall require any cooperation to the extent it would (1) require the Company, its Subsidiaries or the Board of Directors of the Company or any of its Subsidiaries to waive or amend any terms of this Agreement or agree to pay any commitment, financing or other fees or reimburse any expenses prior to the Closing Date; (2) require any officer of the Company or its Subsidiaries to execute or deliver any document or certificate in connection with the Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than customary documents or certificates solely relating to the Company or its Subsidiaries, including the authorization letter and representation referred to in Section 5.07(d)(iv)); (3) unreasonably or materially interfere with the ongoing business or operations of the Company and its Subsidiaries; (4) require the Company or its Subsidiaries to take any action that would conflict with or violate any applicable Laws or any provision of the organizational documents of the Company, or that would result in a violation or breach of, or default under, any Specified Contract in effect as of the date of any such request; or (5) result in any officer or director of the Company or its Subsidiaries incurring any personal liability in connection with the Financing. Subject to Parent’s indemnification obligations under this Section 5.07, the Company hereby consents to the customary use of its and its Subsidiaries’ trademarks, service marks and 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. Notwithstanding anything to the contrary contained in this Agreement, no obligation of the Company or its Subsidiaries under any certificate, document or instrument shall be effective until the Closing and the Company and its Subsidiaries shall not be required to take any action under any certificate, document or instrument that is not contingent upon the Closing or that would be effective prior to the Closing (other than, in each case, customary documents or certificates solely relating to the Company or its Subsidiaries including the authorization letter and management representation referred to in Section 5.07(d)(iv)). Parent shall indemnify, defend and hold harmless the Company and its affiliates, and their fees respective pre-Closing Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with the arrangement of the Financing, any information provided in connection therewith (other than arising from information provided by the Company or its Subsidiaries but including any violation of the Confidentiality Agreement) and any misuse of the logos or marks of the Company or its Subsidiaries in connection therewith, except in the event such liabilities, obligations or losses arose out of or result from the willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Parent shall promptly reimburse the Company and its Subsidiaries for all out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives Subsidiaries in connection with such cooperation. Parent acknowledges and agrees that obtaining the financing contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything 5.07, or any other financing, is not a condition to the contrary in Closing, and affirms its obligations to consummate the Merger and the other transactions contemplated by this Section 5.1(d), the Company shall not be required to Agreement (x) enter into any Financing Transaction prior subject to the Effective Time that is not conditioned upon the consummation conditions contained in Article VI) irrespective and independently of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure availability of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilegefinancing. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from From and after the date of this Agreement to Agreement, and until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause each of its subsidiaries Subsidiaries and their respective officers and directors to, and shall instruct and use reasonable best efforts to cause its and their respective officers, directors, employees Representatives (including their auditors and Representatives reserve engineers) to, cooperate use its respective reasonable best efforts to provide all customary cooperation (including providing financial and other information regarding the Company and its Subsidiaries, including (x) proved reserve reports with respect to the Oil and Gas Properties of the Company and its Subsidiaries, (y) information with respect to property descriptions of the Oil and Gas Properties of the Company and its Subsidiaries necessary to execute and record mortgages and (z) information relating to applicable “know your customer” and anti-money laundering rules and regulations, for use in good faith marketing, rating agency and offering documents, and to implement enable Parent to prepare pro forma financial statements) as reasonably requested by Parent to assist Parent in (i) the arrangement of any necessarybank debt financing (including through amendments to existing bank debt financings) or any capital markets debt or equity financing and (ii) any tender offer or consent solicitation in respect of outstanding senior notes of Parent. (b) The Company shall, appropriate or desirable arrangements and shall cause each of its Subsidiaries and their respective officers and directors to, after (and not prior to) the receipt of a written request from Parent to do so, use reasonable best efforts to deliver all notices and take all other actions to facilitate the termination at the Closing of all commitments in respect of each of any credit agreement of the Company, the repayment in full on the Closing Date of all obligations in respect of the indebtedness thereunder, the release on the Closing Date of any Encumbrances securing such indebtedness and guarantees in connection with the Company’s and its subsidiaries credit facilitiestherewith, indentures or other documents governing or relating to indebtedness and, with respect to any financing matters related to the Transactionsletters of credit, including, without limitationhedging transactions or bank products arrangements outstanding thereunder, the repayment cash collateralization thereof or the making of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such alternate arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as thereto that are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon. The Company shall, and shall cause each of its Subsidiaries and their respective officers and directors to, after (and not become operative untilprior to) the receipt of a written request from Parent to do so, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver issue one or more notices of optional redemption (and any updates thereto), which notices may be subject to one or more conditions specified by Parent, for some or all of the outstanding aggregate principal amount of Company Notes pursuant to the Company Notes Indenture to effect a redemption of the Company Notes on or after the Closing Date, and (ii) provide any other reasonable cooperation requested by Parent to facilitate the redemption of some or all of the Company Notes (and, if elected by Parent, the satisfaction and discharge of the Company Notes and the Company Notes Indenture substantially concurrently with the Closing) and the release of all guarantees in connection therewith, effective as of and conditioned upon the occurrence of the Closing Date (including delivering any legal opinions, notices, requests, order or certificates required to be delivered in connection with the such discharge). The redemption (or, if applicable, satisfaction and discharge) of the Company Notes and Company Notes Indenture pursuant to this Section 6.18(b) and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” Parent shall deposit, or cause counsel to be deposited, funds with the trustee for the Company Notes sufficient to deliver, customary legal opinions, fund any Discharge requested by Parent no later than the redemption time specified in the applicable redemption notice in accordance with the applicable Company Notes Indenture to the extent such opinions would not conflict with Applicable Law and would be accurate in light of redemption occurs on the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by ParentClosing Date. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (ivc) Notwithstanding anything to the contrary in this Section 5.1(d6.18, no action shall be required of the Company or its Subsidiaries pursuant to Section 6.18(a)-(b) , if any such action shall: (i) unreasonably disrupt or interfere with the business or ongoing operations of Company and its Subsidiaries; (ii) cause any representation or warranty or covenant contained in this Agreement to be breached (unless waived by Parent); (iii) involve the entry by the Company or any Subsidiary into any agreement with respect to any financing arrangement that is operative prior to the Closing (it being understood and agreed that such agreements may be effective and binding against the Company and its Subsidiaries after the Closing); (iv) require Company or any of its Subsidiaries or any of its or their Representatives to provide (or to have provided on its behalf) any certificates or legal opinions, other than certificates or legal opinions delivered at (or effective as of) the Closing Date, customary representation, authorization and comfort letters, any officer’s certificate required to be delivered in connection with any Parent financing permitted by this Agreement and any officer’s certificate or legal opinion pursuant to the Company Notes Indenture in connection with any Discharge pursuant to Section 6.18(b); (v) require the Company or any Subsidiary to pay any commitment or other fee, reimburse any expenses or otherwise incur any liabilities prior to the Closing Date for which it has not received prior reimbursement; (vi) require the Company or any of its Subsidiaries or their respective Representatives to prepare pro forma financial information or projections, which shall be the responsibility of Parent; provided, however, the Company shall not be required will use its reasonable best efforts to assist with such preparation if requested by Parent; or (xvii) enter into cause any Financing Transaction prior director, officer, or employee of Company or any of its Subsidiaries to the Effective Time that is not conditioned execute any agreement or certificate in his or her individual, rather than official, capacity. (d) Promptly upon the consummation of Company’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Merger or (y) disclose Company and its Subsidiaries in connection with assisting in any information financing arrangement pursuant to this Section 5.1(d) to the extent that (A) 6.18 shall be paid or reimbursed by Parent, and, in the reasonable good faith judgment of event the CompanyClosing shall not occur, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries Subsidiaries and its and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses losses actually suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)arrangement or consummation of such financing arrangement, except in to the event that extent such loss, damage, claim, cost or expense arises losses arise out of or results from the gross negligencefraud, intentional misrepresentation, intentional breach, bad faith or willful misconduct of the Company, its Subsidiaries or bad faith any of its or their Representatives related to this Section 6.18, or from the information provided by the Company or its subsidiaries Subsidiaries for use in fulfilling their obligations connection with any financing arrangement pursuant to this Section 5.1(d)6.18.

Financing Cooperation. (ia) During Cooperation by the period from Company with the date of this Agreement Financing. Prior to the Effective Time, the Company shallwill use reasonable best efforts, and shall will cause each of its subsidiaries and its Subsidiaries and their respective officersRepresentatives to use their reasonable best efforts, directors, employees to reasonably cooperate as may be customary and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness underreasonably requested by Parent, and termination of, at the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary sole expense of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer arrangement of any financing to be obtained by Parent and its Subsidiaries in connection with the Merger (collectively, the “Debt Offer DocumentsFinancing”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow ); provided that the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and Subsidiaries shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to be required to: (i) deliver and waive or amend any terms of this Agreement or agree to cause counsel pay any fees or reimburse any expenses for the Company to deliver, customary legal opinions, to the extent such opinions would which it has not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and received prior reimbursement from Parent; (ii) cause the Company’s independent accountants enter into any definitive agreement to provide customary consents for use of their reports be effective prior to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. Closing; (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries provide access to enter into financing transactions or disclose information which would result in waiving any attorney-client privilege or work-product privilege; or (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment iv) pay any commitment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers other similar fee or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (incur any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary other cost or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations liability in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation prior to the Financing Transaction that relates Closing (unless ▇▇▇▇▇▇ agrees to reimburse the Merger or the Transactions (including any historical and pro forma financial information and operational dataCompany therefor), except for any liabilities that are conditioned on the Closing having occurred. (Cb) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, shall promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives Subsidiaries, in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) cooperation. Parent shall defend, indemnify and hold harmless the Company, its subsidiaries Subsidiaries, and their respective officersAffiliates, directors, employees and Representatives from for and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by them in connection with the arrangement of Financing and any of them of any type information utilized in connection therewith (other than to the extent resulting from information provided to Parent by the Company expressly for use in writing connection therewith). (c) All nonpublic or other confidential information provided by the Company or any of its subsidiaries) Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any financing sources or prospective 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 Company’s obligations under this Section 5.1(dFinancing (and, in each case, to their respective counsel and auditors), except so long as such Persons agree in writing to be bound by the event Confidentiality Agreement as if parties thereto in advance of any such information being shared with such Persons. (d) The Company and its counsel shall be given a reasonable opportunity to review and comment on any materials that such lossare to be presented during any road shows or bank presentations conducted in connection with the Financing that contain confidential information about the Company or any of its Subsidiaries, damageand Parent shall give due consideration to all reasonable additions, claim, cost deletions or expense arises out of or results from the gross negligence, willful misconduct or bad faith changes suggested thereto by the Company or and its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)counsel.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective Time, the Company Parent shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to cause its applicable Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and conditions described in the Equity Commitment Letter and the Debt Commitment Letter, including reasonable best efforts in (i) deliver maintaining in effect the Equity Commitment Letter and the Debt Commitment Letter, (ii) as promptly as possible, satisfying on a timely basis all conditions applicable to cause counsel Parent obtaining the Financing set forth therein (including by consummating the Equity Financing pursuant to the terms of the Equity Commitment Letter and the Debt Financing pursuant to the terms of the Debt Commitment Letter), (iii) negotiating and entering into definitive agreements with respect thereto on the terms and conditions contained therein or on other terms in the aggregate not materially less favorable, taken as a whole, (iv) complying with their respective obligations under the Commitment Letters, (v) causing their senior management as well as appropriate representatives of Investor and their Affiliates, if applicable, to cooperate with the marketing and/or syndication efforts of the Debt Financing Sources for all of the Debt Financing, (vi) preparing in a timely manner the necessary marketing materials with respect to the Financing, (vii) commencing the marketing and/or syndication activities contemplated by the Debt Commitment Letter as promptly as practicable, (viii) enforcing its rights under the Commitment Letters and (ix) consummating the Financing at or prior to the Closing, including by causing the Debt Financing Sources to fund the Debt Financing at the Closing. Any material breach by any Parent Entity of any Debt Document (as defined below) shall be deemed to be a breach by Parent of the foregoing sentence. Parent shall, as promptly as reasonably practicable after obtaining knowledge thereof, give the Company written notice (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a breach or default) by any party to the Equity Commitment Letter or the Debt Commitment Letter, (ii) of the receipt of any written notice or other written communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter or the Debt Commitment Letter or (B) material dispute or disagreement between or among any parties to the Equity Commitment Letter or the Debt Commitment Letter (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing), (iii) in the event Parent becomes aware that any portion of the Financing is not reasonably likely to be available to consummate the Transactions, (iv) of any termination or expiration of the Equity Commitment Letter or the Debt Commitment Letter and (v) any change, circumstance or event which causes Parent to believe in good faith that it shall not be able to timely obtain all or any material portion of the Financing in the amounts or from the sources contemplated by the Commitment Letters (and that Parent will not be able to obtain acceptable alternate financing). Parent shall keep the Company informed on a reasonably current basis upon request by the Company of the status of its efforts to deliverarrange the Financing contemplated by the Commitment Letters, customary legal opinions, including providing copies of all definitive agreements related to the Financing to the extent such opinions would not conflict with Applicable Law and would be accurate in light requested by the Company. If any portion of the facts Debt Financing becomes unavailable on the terms and circumstances at conditions contemplated in the time delivered Debt Commitment Letter (including the “market flex” provisions set forth in the fee letter) or if Parent reasonably determines that such funds may become unavailable to Parent on the terms and conditions set forth therein, Parent shall, without limiting the obligations of Parent set forth in the immediately following sentence, as promptly as reasonably practicable following the occurrence of such event: (i) notify the Company in writing thereof; (ii) use reasonable best efforts to arrange to obtain alternative financing, including from alternative sources, on terms in the aggregate not materially less favorable to Parent (in the reasonable judgment of Parent), taken as a whole and taking into account the “market flex” provisions set forth in the fee letter, than the Debt Financing contemplated by the Debt Commitment Letter in an amount sufficient to consummate the Transactions (“Alternative Financing”) and (iii) use reasonable best efforts to obtain a new financing commitment letter that provides for such alternative financing and, promptly after execution thereof, deliver to the Company true and complete copies of the new commitment letter and the related fee letters (provided, however, that the fee amounts and other economic terms, and the rates and amounts included in the “market flex” provisions (but not covenants), may be redacted, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) and related definitive financing documents with respect to such Alternative Financing. The provisions of this Section 6.12 and Section 9.11 shall be applicable to the Alternative Financing, and, for the purposes of this Section 6.12 and Section 9.11, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing and all references to the Debt Financing Sources shall include the Persons providing or arranging the Alternative Financing. Parent shall not, and shall cause its applicable controlled Affiliates not to, permit, without the prior written consent of the Company, any amendment or modification to be made to, or any waiver of any provision or remedy under, any Commitment Letter or the definitive agreements with respect thereto (such definitive agreements related to the Debt Financing, collectively, with the Debt Commitment Letter, the “Debt Documents”) or any fee letter or other Contract related to the Commitment Letters, if such amendment, modification or waiver would (A) reduce the aggregate amount of proceeds from the Financing (including by changing the amount of fees to be paid or original issue discount thereof) available to fund the amounts required to be paid by Parent under this Agreement below the amount required to consummate the Transactions, (B) impose any new or additional conditions or contingencies or otherwise amend, modify or expand any conditions precedent to the receipt of the full amount of the Financing or (C) otherwise reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the Transactions or adversely impact the ability of Parent (or, in the case of the Equity Commitment Letter, the Company) to enforce its rights against any other party to any Commitment Letter or any Debt Document. Parent shall promptly deliver copies of any such amendment, modification or waiver of the Commitment Letters or the Debt Documents to the Company. Parent shall fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. (b) Prior to the Closing, at the sole expense of the Parent Entities, the Company shall use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause each of its Subsidiaries and each of their respective Representatives and employees to provide, in each case, customary cooperation reasonably requested by Parent with respect to the consummation of the Debt Financing by Parent in connection with the Transactions, which reasonable best efforts shall include: (i) furnishing the Parent Entities and their Debt Financing Sources with the historical financial statements regarding the Company and its Subsidiaries as set forth in in Section 12 of Exhibit C of the Debt Commitment Letter and the information necessary to compute the Borrowing Bases, the cash and cash equivalents, and Excess Availability of the Company and its Subsidiaries at Closing (each as defined in the Debt Commitment Letter); (ii) assisting the Parent Entities in their preparation of the pro forma financial statements and information (including projected balance sheets, income statements, statements of cash flows and the projected Borrowing Bases, cash and cash equivalents, and Excess Availability of the Company and its Subsidiaries) in each case as identified in (and defined in accordance with) Section 11 of Exhibit C of the Debt Commitment Letter (collectively with item (i) above, the “Required Financial Information”); (iii) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with prospective lenders and investors in connection with the Debt Financing; (iv) assisting the Parent Entities and their Debt Financing Sources in the preparation of any offering documents, private placement memoranda, bank information memoranda (including the delivery of customary representation letters as contemplated by the Debt Commitment Letter) and similar documents; (v) reasonably cooperating with the marketing efforts of the Parent Entities and their Debt Financing Sources in respect of the Debt Financing; (vi) reasonably facilitating the pledging of collateral, including (a) taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing, and (b) taking all actions reasonably necessary to cause the Debt Financing Sources to obtain a first priority perfected security interest in the assets constituting the Borrowing Bases (as defined in the Debt Commitment Letter) including any real property contemplated to be part thereof; provided, that any obligations contained in all such agreements and documents shall be executed and effective no earlier than the Closing; (vii) obtaining customary 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 indebtedness and liens under any outstanding Indebtedness to be extinguished on the Closing Date; and (viii) reasonably facilitating the replacement and/or termination of any existing letters of credit issued for the account of the Company or any of its Subsidiaries. Notwithstanding the foregoing, (A) (i) nothing in this Section 6.12 shall require any cooperation or other action to the extent it would materially interfere with the business or operations of the Company or any of its Subsidiaries, (ii) nothing in this Section 6.12 shall require the Company or any of its Subsidiaries to commit to take any action that is not contingent upon the occurrence of the Closing (including the entry into any agreement or instrument) or that would be effective at or prior to the Effective Time, (iii) the Company Board and the board of directors (or other governing body) of any of the Company’s independent accountants Subsidiaries shall not be required to provide customary consents for use of their reports approve any financing or agreements related thereto (or any alternative financing) at or prior to the extent Effective Time, and (iv) neither the Company nor any of its Subsidiaries shall be required to execute prior to the Closing any definitive financing documents or other agreements and documents in connection with any Debt Offers. The dealer managerFinancing, solicitation agent, information agent, depositary (B) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and similar fee or make any other payment (other than for minimal reasonable out-of-pocket expenses will be paid directly costs that are reimbursed by Parent. (iiiParent as provided herein) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries or incur any other liability or obligation or provide or agree to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents provide any indemnity in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Debt Financing Transactionor any action taken in accordance with the first sentence of this Section 6.12(b) prior to the Effective Time, and (C) neither the Company shall, and nor any of its Subsidiaries shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts be required to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction any information the disclosure of which is prohibited or restricted under Law, would result in the breach of any Contract entered into in good faith or is legally privileged, and preparing materials in connection therewithParent shall be solely responsible for (subject to the Company’s and its Subsidiaries’ compliance with their respective cooperation obligations under this Section 6.12(b), (B1) assisting with 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 portion pro forma financial information, (2) any description of all or any component of the disclosure Debt Financing, (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing or (4) any solvency certificate or similar certification or representation. (c) The Parent Entities shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in relation to the Financing Transaction that relates to the Merger or the Transactions connection with any financing (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Timeaction taken in accordance with Section 6.12) and any information utilized in connection therewith (Dother than historical information provided by the Company or its Subsidiaries) deliveringand any misuse of the logos, marks or procuring brand names of the delivery of, such information, certificates, authorization letters, comfort letters, representation letters Company and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction)its Subsidiaries. Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or any of its subsidiaries or their respective representatives Subsidiaries in connection with this Section 5.1(d) (6.12. Except for the representations and warranties of the Company set forth in Article III, the Company shall not have any liability to the Parent Entities in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 6.12. For the avoidance of doubt, the parties acknowledge and agree that the failure to obtain any Financing contemplated by this Section 6.12 or otherwise is not, and will not be construed to be, a condition to the Offer or the Closing. The Company hereby consents to the use of its Trademarks, including all logos and brand names, in connection with any such Financing Transaction)Debt Financing; provided, however, that such logos and brand names are used solely in a manner that is neither intended, nor reasonably likely, to harm or disparage the Company and its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries and their respective logos, marks or brand names. (ivd) Notwithstanding anything to the contrary in this Section 5.1(d)Agreement, the Company shall not be required to conditions set forth in clause (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C4) of this Section 5.1(d)(iv)Annex A, the Company shall use its commercially reasonable efforts as it applies to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)6.12, except in shall be deemed satisfied unless the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith financing contemplated by the Company or Debt Commitment Letter has not been obtained as a direct result of the Company’s failure to undertake reasonable best efforts with respect to its subsidiaries in fulfilling their obligations pursuant to under this Section 5.1(d)6.12.

Financing Cooperation. Prior to Closing, the Sellers shall use and shall (subject to any legal limitations) cause the Target Companies to use commercially reasonable endeavours to provide to the Purchaser, at the Purchaser’s sole expense, such cooperation as the Purchaser may reasonably request for the purposes of assisting the Purchaser in respect of (i) During the period from preparation of its debt financing (including syndication) arrangements and (ii) the date preparation of the refinancing of the existing financing (including hedging), bank guarantee or similar requirements of the Target Companies which have to be refinanced upon Closing due to change of control or similar provisions or need to be repaid by Closing under the terms of the Purchaser's debt financing or such other financing which is to be repaid and/or cancelled within 30 (thirty) calendar days of the Closing Date or, with respect to the Colombian Entities, within 30 (thirty) calendar days of a Deferred Closing, as the case may be, including any change of control or similar waivers, security releases, and the submission of prepayment and other notices, in connection with the transactions contemplated under this Agreement and the other Transaction Documents. The Sellers and the Purchaser shall cooperate (each acting reasonably) prior to the Effective TimeClosing Date to identify the Financial Debt that is subject to any cancellation right of the financing party due to a change of control or similar provision that may be triggered by virtue of the transactions contemplated by this Agreement or other Transaction Documents or shall otherwise be repaid and/or cancelled within 30 (thirty) days of the Closing Date or, with respect to the Company shallColombian Entities, within 30 (thirty) days of a Deferred Closing, as the case may be, and to identify any Prepayment Amounts in respect thereof. Nothing in this clause 15.4 shall cause require any member of the Sellers' Groups or any Target Company to take any action under this clause 15.4 to the extent doing so would (A) interfere or disrupt unreasonably with the business or operations of any member of the Sellers' Groups or any Target Company or (B) require any member of the Sellers' Groups or any Target Company to take any action that would conflict with or violate any such entity's (x) constitutional documents, (y) any of its subsidiaries and its and contracts or duties of confidentiality unless each recipient of the information agrees to back-to-back confidentiality agreements or (z) any laws or (C) result in any member of the Sellers' Group or any Target Companies or any of their respective officers, directors, employees and Representatives toemployees, cooperate in good faith to implement any necessaryadvisors, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures agents or other documents governing representatives incurring or relating to indebtedness with respect exposing itself to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and personal liability or (D) require any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation member of the Merger. Sellers' Groups or any Target Company to enter into any documentation or to make any declarations or statements or to assume, incur or exposing itself to any liability or obligations (iiother than (i) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, prepayment and/or cancellation notices in connection with any Financial Debt which can effectively be made and are so made explicitly subject to Closing having occurred and / or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause any documentation by the Company’s independent accountants to provide customary consents for use Target Companies (including release documentation) which is only released and effective as from the Closing). Purchaser shall indemnify, defend and hold each member of the Sellers' Groups, each Target Company and each of their reports to the extent required in connection with any Debt Offers. The dealer managerrespective representatives (i.e., solicitation agentemployees, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, advisers and other certificates or documents representatives) harmless from and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) against any and (D) deliveringall liabilities, or procuring the delivery oflosses, such informationdamages, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ ' fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by such member of the Sellers' Groups or Target Company or its subsidiaries or and their respective representatives in connection with any action or support granted under this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) clause 15.4 except to the extent that (A) in the reasonable good faith judgment of the Companysuch liabilities, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claimscosts, costs and expenses arise out of gross negligence or expenses suffered wilful misconduct by a member of Sellers' Groups or incurred by any a Target Company. The Sellers shall only be liable for a breach of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except clause 15.4 in the event that such loss, damage, claim, cost or expense arises out case of or results from the wilful misconduct and/or gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During Subject to the period from the date other provisions of this Agreement to the Effective TimeSection 5.7, the Company shallwill, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to cause its and its Subsidiaries’ officers and employees to, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required pay any fees in connection with any Debt Offers. The dealer managersuch financing, solicitation agent, information agent, depositary (ii) incur any liability of any kind (or other agent retained cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Debt Offers will be selected by Parent after consultation Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and their fees and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries. (b) Parent shall promptly following delivery of invoices reimburse the Company for any reasonable out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or Company, its subsidiaries or Subsidiaries and their respective representatives Representatives in connection with any cooperation contemplated by this Section 5.1(d) 5.7. The Company (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the until consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(ivInitial Merger), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries Affiliates and their respective officersRepresentatives (collectively, directorsthe “Financing Indemnitees”) shall be indemnified and held harmless by Parent and Merger Subs, employees jointly and Representatives from severally, for and against any and all liabilities, losses, damages, claims, costs costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or expenses investigation), interest, awards, judgments and penalties suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing incurred, directly or indirectly, by the Company or its subsidiaries) Financing Indemnitees in connection with the arrangement of any financing or any information utilized in connection therewith or the Company’s obligations under cooperation with respect thereto. This Section 5.7(b) shall survive the consummation of the Merger and the Closing and any termination of this Section 5.1(d)Agreement, except in and is intended to benefit, and may be enforced by, the event that such lossFinancing Indemnitees and their respective heirs, damageexecutors, claimestates, cost personal representatives, successors and assigns, and shall be binding on all successors and assigns of Parent. All non-public or expense arises out of or results from the gross negligence, willful misconduct or bad faith by other confidential information regarding the Company or any of its subsidiaries in fulfilling Subsidiaries obtained by Parent, Merger Subs or their obligations Representatives pursuant to this Section 5.1(d)5.7 or otherwise shall be kept confidential in accordance with the Confidentiality Agreement. (c) Each of Parent and each of the Merger Subs acknowledges and agrees that the obtainment of financing is not a condition to the Closing.

Financing Cooperation. (i) During the period from the date of this Agreement The Company shall provide to the Effective Time, the Company shallPark Parties, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitationCompany Subsidiaries, the repayment of indebtedness under, respective officers and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes employees of the Company (and the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers Subsidiaries to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments provide to the terms Park Parties, and provisions shall instruct and use its reasonable best efforts to cause the Representatives of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel the Company Subsidiaries to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject provide to the receipt Park Parties, at the sole expense of the requisite holder consentsPark 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 all any Third Party underwritten public offering of Park Common Stock for cash that any of the consent solicitations, the Company shall execute a supplemental indenture Park Parties may pursue prior to the Company’s indentures in accordance with Closing Date, including the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to following: (i) deliver furnishing the Park Parties as promptly as reasonably practicable upon request by the Park Parties with all financial statements, financial data and to cause counsel for other information regarding the Company to deliver, customary legal opinions, to and the extent such opinions would not conflict with Applicable Law and Company Subsidiaries of the type that would be accurate in light required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of any of the facts and circumstances at Park Parties (including for use in preparation of pro forma financial statements of any of the time delivered Park Parties); and (ii) cause requesting the Company’s independent accountants to provide prepare and deliver customary consents for use “comfort letters,” dated the date of their reports to the extent required each final offering document used in connection with any Debt Offerssecurities 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. The dealer manager100 review of interim financial statements) and otherwise on terms reasonably acceptable to the Park Parties, solicitation agentas the case may be; provided, information agenthowever, depositary that no failure by the Company or other agent retained any Company Subsidiary to comply with the foregoing shall give Parent or Park the right to terminate this Agreement pursuant to Section 9.1(c), except to the extent that such failure prevents the ability of Parent and Merger Sub to consummate the Merger on a timely basis on or before the Outside Date; provided further, 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 the Debt Offers will be selected by Parent after consultation 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 Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising business or operations of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shallor the Company Subsidiaries, and nothing in this Section 7.17 shall require the Company to cause its subsidiaries and their respective officerslegal counsel to deliver any legal opinions. The Park Parties shall promptly, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent 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 reasonable attorneys’ fees, but excluding the costs of the Companyadvisor’s preparation of its annual fees and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input taxexpenses) incurred by the Company or its subsidiaries or their respective representatives the Company Subsidiaries in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the cooperation provided or other action taken by Company shall not be required to (x) enter into or any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information Company Subsidiaries pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company 7.17 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries the Company Subsidiaries and their respective officers, directorstrustees, employees directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs or expenses costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by them in connection with any of them of such financing transaction or public offering, any type (other than to the extent resulting from information provided to Parent utilized in writing connection therewith or any action taken by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out any of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations Subsidiaries pursuant to this Section 5.1(d)7.17; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from a willful or intentional breach of any representation, warranty, covenant or agreement of the Company or any Company Subsidiaries under this Agreement. All nonpublic or otherwise confidential information regarding the Company and Company Subsidiaries obtained by the Park Parties, any of their Affiliates or their Representatives pursuant to this Section 7.17 shall be kept confidential in accordance with the terms of the Confidentiality Agreement.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective Time, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall use its commercially reasonable efforts to cause its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s provide all customary cooperation and its subsidiaries credit facilities, indentures or all customary financial and other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesinformation, in each case, so long as the effectiveness of such arrangements that is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, reasonably requested by Parent in consultation connection with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted any new financing by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer refinancing, replacement or repayment of any Indebtedness (collectively, the “Debt Offer DocumentsFinancing”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection including cooperation with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form customary due diligence process as reasonably requested by Parent; provided that Parent or the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with providers of any such Debt Offers, the Company shall use Financing and using commercially reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide any customary consents “comfort” letters (including customary “negative assurance” comfort for use of their reports to the extent required any applicable Financing) in connection with any Debt Offerssuch Financing; provided, that neither the Company nor any of its Subsidiaries shall be required to (i) become an issuer or an obligor with respect to the Financing prior to the Effective Time, (ii) cause any director, officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any of its Subsidiary to take any action that would reasonably be expected to result in such Person incurring any personal liability, (iii) waive or amend any terms of this Agreement or (iv) incur any fees, expenses or other liabilities prior to the Effective Time for which it is not previously or simultaneously reimbursed and indemnified. The dealer manager, solicitation agent, information agent, depositary or other agent retained Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos solely in connection with the Debt Offers will be selected by Parent after consultation with marketing of the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company and their fees and out-of-pocket expenses will be paid directly by Parentor its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. (iiib) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions shall (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offersi) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon written request by the Company, reimburse the Company for all any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) actually incurred by the Company or Company, its subsidiaries or Subsidiaries and their respective representatives Representatives in connection with the cooperation contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d)5.14, the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent and (3ii) 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries Subsidiaries and its and their respective officers, directors, employees Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs or and expenses (including reasonable attorney’s fees) suffered or incurred by any them in connection with their cooperation with the Financing pursuant to this Agreement, the provision of them information utilized in connection therewith (other than written information provided by or on behalf of any type (the Company) and the cooperation contemplated by this Section 5.14, in each case, other than to the extent resulting from information provided to Parent in writing by any such costs, expenses, liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the Company result of the gross negligence, bad faith or its subsidiaries) in connection with willful misconduct of the Company, any of its Subsidiaries or their respective Representatives, as determined by a court of competent jurisdiction by final and non-appealable judgment. This indemnification shall survive the termination of this Agreement. (c) ▇▇▇▇▇▇ expressly acknowledges and agrees that Parent’s obligations under this Section 5.1(d)Agreement, except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations including pursuant to Article VI are not conditioned in any manner whatsoever upon Parent obtaining any financing, including the Financing. Parent further acknowledges and agrees that the Company’s, its Subsidiaries’ or their respective Representatives’ compliance or failure of compliance with this Section 5.1(d)5.14 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.2(b) shall have been satisfied.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeClosing Date, the Company shall, and shall use its commercially reasonable efforts to cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate provide all customary cooperation that is reasonably requested by the Parent in good faith connection with any debt financing (the “Financing”) obtained by the Parent or any of its Subsidiaries for the purpose of financing the transactions contemplated hereby (it being understood that the receipt of any such financing is not a condition to implement the Merger); provided, however, that (i) no such cooperation shall be required to the extent it would (A) unreasonably disrupt the conduct of the Company’s or its Subsidiaries’ business, (B) require the Company or any necessaryof its Subsidiaries to incur any fees, appropriate expenses or desirable arrangements other liability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (C) subject any director, officer or employee of the Company or any of its Subsidiaries to personal liability, (D) require the Company to breach, waive or amend any terms of this Agreement, (E) require the Company to provide any information that is prohibited or restricted by applicable Law or is legally privileged, (F) require cooperation to the extent that it would reasonably be expected to conflict with or violate any applicable Law or result in a breach of, or a default under, any Contract (including a breach of any confidentiality obligation), (G) cause any condition to the Closing set forth in Article VIII to not be satisfied, (H) require the directors of the Company or any Subsidiary to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Company’s and its subsidiaries credit facilitiesFinancing, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (iiI) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with require the Company, any of its Subsidiaries or any of its or their respective Representatives to commence and conduct offers make any representation to purchase or exchange, and conduct consent solicitations with respect toParent, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if anyits Affiliates, in connection with the Debt Offer Financing, or any other Person with respect to any action under this Section 7.17, (collectivelyJ) to furnish any financial statements, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any audit reports or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, financial information other than to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause statements, reports or information are readily available to the Company’s independent accountants to provide customary consents for use , any of its Subsidiaries or any of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewithRepresentatives, (BK) assisting with to furnish any legal opinions or (L) provide or assist in the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data)(ii) the Company and its Subsidiaries shall not be required to execute or perform any agreement, (C) executing and delivering document or instrument, including any pledge and security document, guarantees, indentures, other definitive financing documentsagreement, and other certificates with respect to the any Financing or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until provide any indemnity prior to the Effective Time. (b) and (D) delivering, or procuring Notwithstanding anything to the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitationcontrary herein, any investment breach by the Company of its obligations under this Section 7.17 shall not constitute a breach of this Agreement or commercial banks appointed a breach for purposes of ARTICLE IX or a breach of the condition precedent set forth in any capacity with respect to any Financing Transaction). Section 8.2(b) hereof. (c) Parent shall, shall (i) promptly upon request by the Company, reimburse the Company and its Subsidiaries for all reasonable costs out-of-pocket fees and expenses (including reasonable out-of-pocket auditor’s and attorneys’ fees, but excluding the costs fees and expenses) of the Company’s preparation of Company and its annual Subsidiaries and quarterly financial statements and any amount in respect of such costs all reasonable out-of-pocket fees and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) their Representatives incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary requested cooperation set forth in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 7.17 and (3ii) 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify indemnify, defend and hold harmless the Company, its subsidiaries Subsidiaries, its Affiliates and its and their respective officers, directors, employees and Representatives from and against any and all lossesclaim, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claiminjury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable out-of-pocket fees and expenses of counsel) or expense arises settlement payment, of any kind, incurred, imposed on, sustained, suffered by or asserted against, any of them, directly or indirectly relating to, arising out of or results resulting from the gross negligenceFinancing, willful misconduct or bad faith the performance by the Company or Company, its subsidiaries Subsidiaries, its Affiliates and its and their respective Representatives of any obligations set forth in fulfilling their obligations pursuant to this Section 5.1(d)7.17 and any information utilized in connection therewith and such Representatives shall be third party beneficiaries of this Section 7.17.

Financing Cooperation. Unless the parties mutually agree not to pursue the Debt Financing, each of Quintiles and IMS Health agrees as follows: (a) Prior to the Closing, IMS Health shall not agree to, permit or consent to any termination, amendment, replacement, supplement or other modification of, or waive any of its rights under, the Commitment Letter or the definitive agreements relating to the Debt Financing without the prior written consent of Quintiles (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that IMS Health may, without the prior written consent of Quintiles, (i) During enter into any amendment, replacement, supplement or other modification to or waiver of any provision of the period Commitment Letter or the definitive agreements relating to the Debt Financing, if such amendment, replacement, supplement or other modification or waiver (A) does not reduce the aggregate principal amount of the Debt Financing, (B) would not reasonably be expected to prevent, delay or impede in any material respect the consummation of all or a portion of the Debt Financing or the Merger and (C) does not adversely change in any material respect or impose new or additional conditions or otherwise expand or adversely amend in any material respect any of the financing conditions from those set forth in the Commitment Letter on the date of this Agreement, in each case in a manner that would reasonably be expected to prevent, delay or impede in any material respect the consummation of all or a portion of the Debt Financing or the Merger; and (ii) amend, replace, supplement or otherwise modify the Commitment Letter or the definitive agreements relating to the Debt Financing (x) to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement (but not make any other changes) or (y) in respect of the implementation or exercise of any “flex” provisions provided in the Fee Letter. (b) At all times from and after the date hereof to and through the Effective TimeClosing Date, the Company each of Quintiles and IMS Health shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of each of Quintiles and IMS Health and its Subsidiaries to, provide to the other party such cooperation as may be reasonably requested by Quintiles or IMS Health, as applicable, that is necessary, proper or advisable in connection with the Debt Financing and in causing the conditions (including with respect to timeliness) set forth in the Commitment Letter and the Fee Letter to be satisfied, including: (i) making senior management and advisors of each of Quintiles and IMS Health and each of their respective Subsidiaries reasonably available to assist in preparation for and participate in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with the Debt Financing Sources and other proposed lenders, legal counsel, underwriters, initial purchasers, placement agents and potential investors, and in sessions with rating agencies, subject to customary confidentiality provisions; (ii) assisting with the preparation of pro forma financial information and pro forma financial statements and materials, including pro forma cost savings, synergies, capitalization and other pro forma adjustments required or desirable, for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business 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 each of Quintiles and IMS Health and each of their respective Subsidiaries to the extent reasonably requested by the Debt Financing Sources, and providing customary authorization and management representation letters in connection therewith; (iii) using commercially reasonable efforts to cause its independent accountants to provide such assistance and cooperation, including participating in a reasonable number of drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements to be included in the documents referred to in Error! Reference source not found., providing consents to use their audit reports relating to Quintiles or IMS Health, as the case may be, and providing any customary “comfort letters”, which accountants would be prepared to issue at the time of pricing and at closing of any offering or private placement of the Debt Financing (in the form of debt securities); (iv) assisting in the preparation of and executing and delivering definitive financing documents, including interest hedging arrangements, guarantees, pledge and security documents, and certificates and other documents and back-up for legal opinions, in each case as applicable and to the extent reasonably requested by the other party, and otherwise reasonably facilitating the pledging of collateral; (v) requesting and cooperating in obtaining customary lien terminations relating to any Indebtedness of each of Quintiles and IMS Health and its Subsidiaries; (vi) providing reasonable access during normal business hours by the other party 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, employees agents and Representatives torepresentatives of Quintiles or IMS Health, cooperate as applicable, and its Subsidiaries; (vii) assisting with due diligence activities relating to Quintiles’ or IMS Health’s financial information; (viii) furnishing to the Debt Financing Sources all financial and other information regarding Quintiles or IMS Health, as applicable, and its Subsidiaries as may be necessary in good faith connection with any Debt Financing and reasonably requested by Quintiles or IMS Health, as applicable, as promptly as practicable following such request to implement consummate the Debt Financing, including (A) all historical financial statements, historical financial data and pro forma financial data regarding Quintiles or IMS Health, as applicable, and its Subsidiaries, in each case (1) prepared in accordance with GAAP and (2) that would be required by the Securities Act (including Regulation S-K and Regulation S-X thereunder and other accounting rules and regulations of the SEC) to be included in a registration statement to be filed with the SEC with respect to debt securities of IMS Health (as of and for the periods required thereby) (other than pursuant to Item 402(b) of Regulation S-K and Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X), and (B) such information (1) that is otherwise customarily included in private placement memoranda relating to offerings under Rule 144A of the Securities Act or bank information memoranda, as applicable, in each case of the type contemplated by the Debt Financing, and (2) as is otherwise reasonably necessary or advisable in order to receive customary “comfort” (including as to “negative assurance” comfort and change period) from Quintiles’ or IMS Health’s independent accountants in connection with offerings of debt securities (all such information described in clauses (A) and (B) of this clause (viii), together with any replacements or restatements thereof and any supplements thereto if any such information would go stale and, if necessary, appropriate approval of Quintiles’ or desirable arrangements IMS Health’s auditors to make customary use of applicable information in connection with the CompanyDebt Financing, the “Required Financial Information”); (ix) taking all actions reasonably requested to permit the prospective Debt Financing Sources involved in the Debt Financing to evaluate each of Quintiles’ and IMS Health’s and its subsidiaries credit facilitieseach of their respective Subsidiaries’ assets, indentures or cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; (x) providing at least five (5) Business Days prior to the Closing all documentation and other documents governing or relating information about each of Quintiles and IMS Health and each of their respective Subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to indebtedness the extent requested at least ten (10) Business Days prior to the anticipated Closing; (xi) obtaining a certificate of the chief financial officer of Quintiles and/or IMS Health in substantially the form required pursuant to the Commitment Letter (including any commitment letter for any Alternative Financing) with respect to any financing matters related solvency matters; and (xii) subject to the Transactionsoccurrence of the Closing, includingtaking all corporate actions necessary to permit consummation of the Debt Financing; provided, without limitationin each case under this clause (a), that nothing herein shall require (1) such cooperation to the extent it would unreasonably interfere in any material respect with the business or operations of Quintiles or IMS Health, as applicable, or their respective Subsidiaries, (2) the taking of any action that would conflict with or violate, (x) the certificate of incorporation or bylaws or comparable organizational documents of Quintiles or IMS Health or their respective Subsidiaries, in each case that are not contingent upon the Effective Time or (y) any applicable Law, (3) Quintiles or any of their respective Subsidiaries to pay any commitment or other similar fee or incur or assume any other liability or obligation under any definitive document in respect of the Debt Financing prior to the Effective Time (or, if the Debt Financing is funded into escrow before the Effective Time, the repayment initial funding thereof), (4) the directors or managers of indebtedness underQuintiles or any of its Subsidiaries, and termination ofacting in such capacity, to execute, deliver or enter into or perform any agreement, certificate, document or instrument with respect to the Company’s credit facilities upon Closing and any Debt OffersFinancing that would be effective prior to the Effective Time or (5) the officers or employees of Quintiles or its Subsidiaries to execute, deliver or enter into, or similar transactions perform any agreement, document or instrument with respect to the Debt Financing that would be effective prior to the Effective Time. Quintiles hereby consents to the use of its and its Subsidiaries’ logos in connection with the Company’s debt securitiesDebt Financing; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage Quintiles or the reputation and goodwill of Quintiles. (c) Quintiles shall deliver to IMS Health prior to the Closing Date, a payoff letter with respect to that certain Credit Agreement, dated as of May 12, 2015 (as the same may be amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof) by and among Quintiles OpCo, as Borrower, the lenders party thereto, ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Swing Line Lender and L/C Issuer and Barclays Bank PLC, as L/C Issuer, which payoff letter shall substantially provide (subject to customary exceptions) that, in each case, so long upon receipt of the payoff amount set forth in the applicable payoff letter (and, if applicable, providing for letters of credit or cash collateral), (x) the respective Indebtedness incurred thereunder and related instruments shall be automatically terminated and (y) all Liens (and guarantees), if any, in connection therewith relating to the assets and properties of Quintiles or any of its Subsidiaries securing such Indebtedness, shall be, be automatically released and terminated). (d) Quintiles will use its commercially reasonable efforts to, and will cause its Subsidiaries to use commercially reasonable efforts to, update any Required Financial Information (to the extent it is available) included in any offering document to be used in connection with the Debt Financing or offering of securities in connection with the Debt Financing to the extent that such Required Financial Information would, when taken as a whole in the effectiveness absence of such arrangements is conditioned upon an update, contain untrue statements of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. In addition, if IMS Health reasonably requests Quintiles to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to Quintiles, which IMS Health reasonably determines to include in a customary offering memorandum for the Debt Financing, then Quintiles shall file a Current Report on Form 8-K or similar document containing such material non-public information. (e) IMS Health, in its reasonable discretion, shall be permitted to obtain alternative financing from another source (the “Alternative Financing”) than those contained in the Commitment Letter and the Fee Letter that the Alternative Financing would replace, on terms that, unless otherwise consented to by Quintiles, (i) not materially less favorable, taken as a whole (taking into account any flex provisions), to Surviving Corporation than the terms contained in the Commitment Letter, and (ii) would not reasonably be expected to prevent, delay or impede in any material respect the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver provide, and cause its Subsidiaries and its and their respective Agents to cause counsel for the Company use reasonable best efforts to deliverprovide, at Purchaser’s sole expense, all customary legal opinions, to the extent such opinions would not conflict with Applicable Law cooperation reasonably requested by Purchaser that is necessary and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent customarily required in connection with any Debt Offers. The dealer managerdebt financing to be provided for purposes of financing the transactions contemplated by this Agreement (the “Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing business operations of the Company or any of its Affiliates; provided, solicitation agentfurther, information agentthat, depositary notwithstanding the foregoing, neither the Group Companies nor their respective Agents shall (A) be required to pay any commitment or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and fee or bear any out-of-pocket expenses will be paid directly by Parent. cost or expense (iiiexcept to the extent promptly reimbursed), (B) The Company acknowledges provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 7.6 and agrees that it may be necessary for Parent any information utilized in connection therewith or incur any liability or obligation under or in connection with the Financing, any loan agreement and its subsidiaries to enter into financing transactions related documents (includingunless and until, without limitationin the case of any obligation thereunder, the raising of new financingClosing Date occurs), the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers (C) be required to pass resolutions or consents to approve or authorize the execution of the Financing or commit to taking any action, including entering into, executing or delivering any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, (D) incur any liability in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with the Financing, (E) be required to take any Financing Transactionaction which causes any representation or warranty in this Agreement to be breached by the Company or any of its Affiliates, (F) be required to take any action that could reasonably be expected to (x) conflict with or violate the Company’s or any of its Subsidiaries’ organizational documents (to the extent any provision creating such conflict was not created in contemplation of the Financing) or any Law or (y) 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 on the date hereof, (G) be required to deliver any opinion of Company’s counsel, (H) be required to prepare any financial statements or information that are not readily available to the Company and prepared in the ordinary course of the Company’s financial reporting practice, (I) take any action that could reasonably be expected to cause any director, officer, employee or stockholder of the Company or any of its Affiliates to incur any personal liability, (J) make any representation, warranty or certification that, in the good faith determination of the Company, is not true or (K) be required to provide access to or disclose information that the Company or any of its Affiliates determine would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Affiliates; provided that in the event that the Company and/or its Subsidiaries do not provide information in reliance on the exclusion in this clause (K), the Company shall, and and/or its Subsidiaries shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide notice to Purchaser promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality). The Company hereby consents to the reasonable use of its and documentation as may be necessary or reasonably desirable its Subsidiaries’ trademarks and logos in connection with the structuringFinancing; provided, marketing however, that such trademarks and execution 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 Financing Transactionof its Subsidiaries and its or their trademarks. (b) Purchaser shall (i) indemnify and hold harmless the Seller, including (A) participating in meetings the Company, its Subsidiaries and due diligence sessions its and rating agency presentations their respective Affiliates, officers, directors, employees, accountants, consultants, legal counsel, agents 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 arrangement of the Financing Transaction and preparing materials the performance of their respective obligations under this Section 7.6, and any information utilized in connection therewiththerewith (other than to the extent such liabilities, (B) assisting with losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arose out of or resulted from the preparation of any portion gross negligence, bad faith or willful misconduct of the disclosure in relation to Seller, the Financing Transaction that relates to the Merger Company or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Timeits Subsidiaries) and (Dii) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon written request by of the Company, reimburse the Company and its Subsidiaries for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries Subsidiaries (including those of its accountants, consultants, legal counsel, agents and other representatives) in connection with the cooperation required by this Section 7.6, other than (x) costs and expenses incurred in connection with the preparation of historical financial statements in the Ordinary Course of Business and (y) to the extent any such costs and expenses are incurred as a result of the gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or their respective representatives representatives, or any such Person’s material breach of this Agreement or with respect to any material misstatement or omission in connection with information provided in writing pursuant to this Section 5.1(d) (including such Financing Transaction)7.6. (ivc) Notwithstanding anything to the contrary in herein, the failure of the Company to comply with this Section 5.1(d), the Company 7.6 shall not be required give rise to a failure of a condition precedent set forth in Section 10.2(b) or a termination right pursuant to Section 13.1(c). (xd) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any Any information provided pursuant to this Section 5.1(d) 7.6 shall be subject to the extent that (A) obligations set forth in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilegeConfidentiality Agreements. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (a) Buyer will take (or cause to be taken) all reasonable actions and do (or cause to be done) all reasonable things within its control that are necessary to obtain the Equity Financing contemplated by the Equity Commitment Letter, including fully enforcing its rights under the Equity Commitment Letter in the event of a breach thereof by the Equity Investor in accordance with the terms and subject to the conditions thereof. Buyer shall reasonably cooperate with the Company and Seller in connection with any reasonable actions that Seller deems necessary to enforce Seller’s rights as a third party beneficiary under the Equity Commitment Letter; provided that in no event shall Buyer or any of its Affiliates be required to file a lawsuit against the Equity Investor or any of its Affiliates other than a lawsuit to enforce the terms of the Equity Commitment Letter. Buyer will provide Seller prompt notice of (i) During any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the period Equity Commitment Letter of which Buyer becomes aware, and (ii) the receipt of (A) any written notice or (B) other communication, in each case from the date Equity Investor with respect to any (x) material breach, material default, termination, or repudiation by any party to the Equity Commitment Letter of any provision of the Equity Commitment Letter, or (y) material dispute or disagreement between or among any parties to the Equity Commitment Letter, in each case with respect to the obligation to fund the Equity Financing at the Closing; provided, in each case, that neither Buyer nor any of its Affiliates shall be under any obligation to disclose any information that is subject to attorney client or similar privilege or otherwise would violate or contravene any law, rule, regulation. As soon as reasonably practicable, Buyer will use Commercially Reasonable Efforts to provide any information reasonably requested by Seller relating to any circumstances referred to in clause (i) or clause (ii) of the immediately preceding sentence. Before the Closing or earlier termination of this Agreement to the Effective TimeAgreement, Buyer will not, without Seller’s prior written consent, agree to, or permit, any amendment or modification of, or waiver under, the Company Equity Commitment Letter, except as would not prevent or materially delay the Closing or adversely affect Buyer’s ability to fund its obligations hereunder. Buyer shall promptly deliver to Seller copies of any such permitted amendment or other modification of the Equity Commitment Letter and for purposes of this Agreement, references to “Equity Commitment Letter” shall include such document as permitted or required by this Section 5.10(a) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver and references to “Financing” herein shall include and mean the financing contemplated by the Equity Commitment Letter as so amended, replaced, supplemented or otherwise modified, as applicable. (b) Before the Closing or earlier termination of this Agreement, Buyer shall not agree to or permit any termination, amendment or other modification of the Debt Commitment Letter if such termination, amendment, or modification (i) reduces the aggregate amount of the Debt Financing available thereunder to an amount that, when combined with other reasonably available sources of funds, including the Equity Financing, would be less than an aggregate cash amount sufficient for Buyer to consummate the transactions contemplated by this Agreement, including the payment of the Estimated Closing Purchase Price, and the payment of all associated costs and expenses for which Buyer is responsible pursuant hereto or (ii) imposes new or additional conditions or otherwise modifies any of the conditions to consummate the Debt Financing as set forth in the Debt Commitment Letter (provided as of the date hereof) or any other terms in a manner that would reasonably be expected to (x) materially delay or prevent the Closing or (y) make the timely funding of the Debt Financing or satisfaction of the conditions to consummate the Debt Financing under the Debt Commitment Letter materially less likely to occur, other than in each case (A) a waiver of any closing conditions by any Debt Financing Source or any agent thereof or (B) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof. Buyer shall promptly deliver to Seller copies of any such permitted amendment or other modification of the Debt Commitment Letter and for purposes of this Agreement, references to “Debt Commitment Letter” shall include such document as permitted or required by this Section 5.10(b) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver and references to “Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letter as so amended, replaced, supplemented or otherwise modified, as applicable. Buyer will use Commercially Reasonable Efforts to (i) take (or cause to be taken) all reasonable actions and (ii) do (or cause to be done) all reasonable things within its control that are necessary to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter. Buyer will keep Seller reasonably informed on a current basis and in reasonable detail of material developments in respect of the Debt Financing. (c) From the date hereof until the Closing Date, Seller shall, and shall cause its subsidiaries the Company Group members (and its and their respective officers, directors, employees and Representatives Representatives) to, cooperate in good faith to implement at Buyer’s sole cost and expense, provide such cooperation reasonably requested by Buyer or any necessary, appropriate of its Affiliates or desirable arrangements Representatives in connection with the Company’s arrangement of any Financing, including Commercially Reasonable Efforts to: (i) as promptly as reasonably practicable furnish Buyer with documentation and its subsidiaries credit facilitiesother information of Seller and the Company Group members as required under applicable “know your customer” and anti-money laundering rules and regulations, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to including the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesPatriot Act, in each case, so long as that has been reasonably requested in writing by Buyer not less than five Business Days prior to the effectiveness of such arrangements is conditioned upon the consummation of the Merger. Closing Date, (ii) In furtherance facilitate the pledging of collateral and the foregoing, Parent (or a subsidiary granting of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports security interests to the extent required in connection with the Financing and reasonably requested by ▇▇▇▇▇ (in each case, subject to and only effective upon the occurrence of the Closing), including to deliver any Debt Offers. The dealer manageroriginal stock certificates and related powers and any original promissory notes and related powers, solicitation agentand execute and deliver (and assist with the production of factual information required in connection with) any credit agreement, information agentindenture, depositary pledge and security documents, perfection certificates, mortgages, deeds of trust, hedging agreements, legal opinions reasonably requested (including on behalf of the Financing Sources), legal opinion support certificates or other agent retained definitive financing documents or other documents related to the Financing (including schedules, insurance certificates and evidence of corporate authority) as may be reasonably requested by the Buyer, (iii) participation by senior management of Seller and the Company Group in, and assistance with, (A) the preparation of rating agency presentations, (B) meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective Financing Sources and (C) the preparation of confidential information memoranda, investor presentations, lender presentations, roadshow presentations and similar customary documents as may be reasonably requested by Buyer or any Financing Source (including reviewing and commenting on Buyer’s draft of a business description to be included in marketing materials or offering documents), in each case, with respect to information relating to Seller and the Company Group in connection with customary marketing efforts of Buyer for all or any portion of the Financing (collectively, the “Marketing Material”), (iv) provide reasonable and customary authorization letters, confirmations and undertakings to the Financing Sources authorizing the distribution of information relating to Seller and the Company Group to prospective Financing Sources (including with respect to the presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions, (v) cause the Company’s auditors to (including by providing any customary representation letters requested by Seller’s independent auditors) deliver customary consents (including consents of accountants for use of their reports in any materials relating to the Financing) and comfort letters (including “negative assurance” and “change period” comfort) with respect to the financial information relating to the Company and its Subsidiaries as reasonably requested by the Financing Sources and to attend accounting due diligence sessions and to provide consents for the use of their reports in any materials or disclosures relating to the Financing, (vi) provide reasonably requested information relating to the compliance by Seller and the Company Group with applicable government laws and regulations, (vii) furnish Buyer with the financial statements and other information described in Section 5.11, and (viii) allow the usual and customary use of the logos of Seller and the Company Group in connection with the Debt Offers will Financing (provided that such logos shall be selected by Parent after consultation used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect Seller’s or any Company Group member’s reputation or goodwill), subject to Seller’s prior approval of such materials; provided, however, that nothing herein shall require Seller, the Company Group members or any of their respective Representatives or Affiliates to take any action that would be effective prior to the Closing Date or to the extent it would, in Seller’s reasonable judgment, interfere unreasonably with the business or operations of Seller or its Affiliates (including the Company Group members). Seller and Company shall as promptly as reasonably practicable deliver the Required Information and shall use Commercially Reasonable Efforts to promptly notify Buyer in the event Seller or Company becomes aware such Required Information contains an untrue statement of a material fact regarding the Company and its Subsidiaries (or omits any material fact regarding the Company and its Subsidiaries necessary to make such Required Information not misleading under the circumstances). (d) Neither Seller nor any of its Affiliates (including the Company Group members) shall be required 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 Financing or any of the foregoing that would be effective prior to the Closing Date or would be treated as a Closing Transaction Expense. None of Seller, its Affiliates or their fees respective Representatives shall be required to (i) execute or enter into or perform any Contract that is not contingent upon the Closing Date or that would be effective prior to the Closing Date (other than as contemplated under Section 5.10(c)), (ii) adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained or take any corporate actions prior to the Closing Date to permit the consummation of the Financing, (iii) provide in connection with the Financing any information the disclosure of which is prohibited or restricted under Applicable Law or is legally privileged (provided that Seller, as applicable, shall use Commercially Reasonable Efforts to make substitute arrangements or permit such disclosure in a manner that would not result in the loss or waiver of any such attorney-client privilege), (iv) take any action which would result in either Seller, its Affiliates or any of their respective Representatives incurring any liability with respect to the matters relating to the Financing or cause any director, officer or employee of Seller, its Affiliates or their respective Representatives to incur any personal liability in connection with the Financing, or (v) other than with respect to current or historical financial information required to be furnished pursuant to Section 5.10(c), provide (A) 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, (B) any description of all or any component of the Financing (including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”), (C) projections, risk factors or other forward-looking statements relating to all or any component of the Financing, or (D) any solvency certificate or similar certification or representation (which items (A) through (D) shall be the sole responsibility of Buyer). None of Seller, the Company Group members, or any of their respective Representatives or Affiliates shall be required to make any representation, warranties or certifications in connection with the Financing as to which, after the use of Commercially Reasonable Efforts to cause such representation, warranty or certification to be true, such Person has in its good faith determined that such representation, warranty or certification is not true. Seller shall be given a reasonable opportunity to review and comment on any financing documents and review any materials that are to be presented during any meetings conducted in connection with the Financing, and Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Seller. (e) ▇▇▇▇▇ acknowledges and agrees that Seller will not, except as set forth in this Agreement, have any liability to any Person under or in connection with, the arrangement of the Financing that Buyer may raise in connection with the transactions contemplated by this Agreement. Buyer shall promptly, upon request by Seller (including following a valid termination of this Agreement in accordance with Article 9), reimburse Seller for all reasonable and documented out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by Seller and the Company or its subsidiaries or their respective representatives Group members in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company 5.10 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless Seller, the CompanyCompany Group members, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses Damages suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)arrangement of the Financing, except to the extent such Damages arise from or in the event that such loss, damage, claim, cost or expense arises out of or results from the connection with gross negligence, willful misconduct or bad faith Fraud by Seller, the Company or its subsidiaries Group members of their respective Representatives. (f) Notwithstanding anything to the contrary in fulfilling their this Agreement, the condition set forth in Section 8.02(b), as it applies to Seller’s obligations pursuant to under this Section 5.1(d)5.10, shall be deemed satisfied unless Seller willfully fails to perform its obligations under this Section 5.10 and such willful failure to perform has been the primary cause of the Financing not being obtained.

Financing Cooperation. (i) During The Company shall reasonably cooperate in connection with any financing to be obtained by Parent or any of its Affiliates in order to effect the period from the date of this Agreement to the Effective Time, transactions contemplated hereby as may be reasonably requested by Parent. Such cooperation by the Company shall, and shall cause 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 all financial and their respective officersother pertinent information regarding the Company or any of its Subsidiaries as may be reasonably requested by Parent, directors(c) reasonably assisting Parent and its sources of financing for the transactions contemplated hereby (the “Financing Sources”) in the preparation of offering and syndication documents and materials, employees including rating agency presentations, road show presentations and Representatives tosimilar documents and materials, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with any financing (all such documents and materials, collectively, the Company’s “Financing Documents”), including providing customary authorization letters related thereto, (d) facilitating the execution and delivery at the Offer Closing of definitive documents related to any financing, (e) facilitating the pledging of collateral in connection with any financing, including executing and delivering any customary collateral documents and other customary certificates and documents as may be reasonably requested by Parent (provided that no obligations of the Company or its Subsidiaries or its Representatives under any such documents or certificates shall be effective unless and until the Effective Time occurs), and (f) using commercially reasonable efforts to obtain customary payoff letters, redemption notices, releases of liens and instruments of termination or discharge and (g) using, after the Closing, its commercially reasonable efforts to permit any cash and marketable securities of the Company and its subsidiaries credit facilitiesSubsidiaries that can reasonably be made available to pay a portion of the aggregate purchase price, indentures to be made available for that purpose. The provisions of this Section 7.04 shall not require such cooperation to the extent it would interfere unreasonably with the business or other documents governing operations of the Company or relating any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required to indebtedness pay any commitment fee or similar fee or incur any liability prior to the Closing with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided bear all costs and reimburse the Company with the necessary offer to purchase, consent solicitation statement, letter officers and directors of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with Subsidiaries for any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) they may incur in complying with this Section 7.04, including expenses associated with attending meetings, presentations or similar sessions. The Company acknowledges and agrees that it may be necessary for Parent and hereby consents to the reasonable use of its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents logos in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transactionfinancing, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide provided that such information and documentation as may be necessary logos are not used in a manner that h▇▇▇▇ or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by disparages the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeClosing, each of the Company, the Company shallBlocker Holder and Blocker agrees to, and shall cause its subsidiaries and its the Company Subsidiaries and their respective officers, directors, employees and Representatives to, cooperate in good faith use their respective commercially reasonable efforts to implement provide such cooperation and assistance to NAC for the private placement of equity securities of NAC or ParentCo or regarding any necessary, appropriate equity financing of NAC or desirable arrangements ParentCo in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesTransaction, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation on terms and with the Company, counterparties satisfactory to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company in its sole discretion (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt OffersFinancing”), as may be reasonably requested by NAC. Such assistance shall include the following: (a) timely delivery to NAC and which are permitted by its Representatives of financial statements and other financial information regarding the terms of such Company NotesBlocker Holder, Blocker, the applicable indentures Company and the Company Subsidiaries reasonably requested by NAC; (b) taking any actions reasonably requested by NAC in order to satisfy on a timely basis any of the conditions precedent to obtaining the Financing, and (c) cause Representatives of the Company and the Company Subsidiaries, in each case, with appropriate seniority and expertise, to, upon reasonable advance notice by NAC, participate in a reasonable number of meetings and due diligence sessions regarding the Financing; provided, in each case, that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries, (ii) under no circumstances shall the Blocker Holder, Blocker, the Company or any Company Subsidiary be required to (A) incur any costs, obligations or liabilities in connection with the Financing, (B) take any action that would reasonably be expected to conflict with or violate the Organizational Documents of the Company or any Company Subsidiary or applicable Law, including (C) require any director, officer or manager to take any action or enter into agreement related to the rules Financing in such capacity prior to the Closing that is not contingent on the Closing and regulations (iii) NAC, ParentCo, Merger Sub LLC, and Merger Sub Corp, shall jointly and severally indemnify, defend and hold harmless the Blocker Holder, Blocker, the Company and the Company Subsidiaries from and against any and all losses suffered or incurred by them in connection with the Financing. (b) The Company hereby consents to the use of all of its and the Company Subsidiaries logos in connection with the Financing, 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 SEC. Parent Company or any Company Subsidiary. (or a subsidiary c) Prior to the Closing, each of Parent) shall not be permitted NAC, ParentCo, Merger Sub LLC, and Merger Sub Corp agrees to commence any Debt Offer unless Parent shall have provided use its respective commercially reasonable efforts to provide such cooperation and assistance to the Company with that is reasonably requested by the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, Company in connection with the Debt Offer (collectively, Financing. Such assistance shall include the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to following: (i) deliver and using commercially reasonable efforts to cause counsel for cooperate with the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light marketing efforts of the facts Company, including by assisting with the preparation of customary materials for rating agency presentations and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide any customary consents for use of their reports to the extent bank information memoranda, offering documents or similar customary documents reasonably required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with Financing; (ii) furnishing on a confidential basis to the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment as promptly as reasonably practicable any information or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be documents necessary or advisable for the preparation of customary materials for rating agency presentations and any customary bank information memoranda, offering documents or similar customary documents reasonably desirable required in connection with the structuringDebt Financing; (iii) using commercially reasonable efforts to assist in the preparation of, marketing and execution execute and deliver, customary definitive financing documentation and the completion of any Financing Transactionschedules, including (A) participating in meetings exhibits or annexes thereto, and due diligence sessions requiring officers of NAC, ParentCo, Merger Sub LLC, and rating agency presentations Merger Sub Corp to execute and deliver any required documentation in connection with the Financing Transaction Debt Financing; (iv) using commercially reasonable efforts to facilitate the pledging of collateral and preparing materials the granting of security interests (and the perfection thereof) in connection therewithcollateral of ParentCo and its Subsidiaries; provided, that no pledge by NAC, ParentCo, Merger Sub LLC, or Merger Sub Corp shall be effective until the Closing; (v) at least five (5) Business Days prior to the Closing Date, providing (A) such documentation and information regarding NAC, ParentCo, Merger Sub LLC, and Merger Sub Corp required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and (B) assisting certifications regarding beneficial ownership required by 31 C.F.R. § 1010.230; and (vi) using commercially reasonable efforts to cooperate in satisfying the conditions to the funding of the Debt Financing to the extent the satisfaction of such conditions requires the cooperation of, or is within the control of, NAC, ParentCo, Merger Sub LLC, or Merger Sub Corp; provided, in each case, that (x) such requested cooperation does not unreasonably interfere with the preparation ongoing operations of NAC, ParentCo, Merger Sub LLC, or Merger Sub Corp, (y) under no circumstances shall NAC, ParentCo, Merger Sub LLC, or Merger Sub Corp be required to (1) incur any portion of costs, obligations or liabilities in connection with the disclosure in relation Debt Financing prior to the Financing Transaction Closing, (2) take any action that relates would reasonably be expected to conflict with or violate the Organizational Documents of NAC, ParentCo, Merger Sub LLC, or Merger Sub Corp or applicable Law, (3) require any director, officer or manager to take any action or enter into agreement related to the Debt Financing in such capacity prior to the Closing that is not contingent on the Closing and (z) the Company shall indemnify, defend and hold harmless NAC, ParentCo, Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documentsSub LLC, and Merger Sub Corp from and against any and all losses suffered or incurred by them in connection with the Debt Financing. (d) Notwithstanding anything in this Agreement to the contrary, the Company may elect not to consummate the Debt Financing in its sole discretion without liability to NAC, ParentCo, any of their respective Affiliates or any of their respective Representatives or securityholders or any other certificates or documents and legal opinions as may be reasonably requested (provided such documents will person. The Company shall not take effect until consummate the Effective Time) and (D) delivering, or procuring the delivery ofDebt Financing without NAC’s prior written consent, such informationconsent not to be unreasonably conditioned, certificateswithheld or delayed. (e) Neither NAC, authorization letters, comfort letters, representation letters and other documents as may be necessary ParentCo nor any of their respective Affiliates or desirable (including, without limitation, Representatives shall enter into any investment or commercial banks appointed in any capacity Contract with respect to any Financing Transaction). Parent shallEquity Interest of NAC, promptly upon request by ParentCo or any of their respective Affiliates (including following the CompanyFirst Effective Time, reimburse Blocker, the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of or any Company Subsidiary) without the Company’s preparation prior written consent, which may be granted or withheld in the Company’s sole discretion. Without limiting the generality of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (orforegoing, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company NAC shall not be required make nor agree to (x) enter into any Financing Transaction prior amendments, changes, modifications or waivers to the Effective Time that is not conditioned upon the consummation any of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to Subscription Agreements without the extent that (A) in the reasonable good faith judgment prior written consent of the Company, any Applicable Law requires the Company which consent may granted or its subsidiaries to restrict or prohibit access to any such information, (B) withheld in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege’s sole discretion; provided, further, that solely to the extent any change to a Subscription Agreement is ministerial in nature and does not affect any economic or any other material term of such Subscription Agreement, such consent with respect to clauses (A) through (C) of this Section 5.1(d)(iv)such ministerial change shall not be unreasonably conditioned, the Company shall use its commercially reasonable efforts to (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 Company and Parent and (3) utilize the procedures of a joint defense agreement withheld or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilegedelayed. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to, and shall cause each of its Subsidiaries to (1) obtain the required consent of any third party necessary use their commercially reasonable efforts to, and shall use its commercially reasonable efforts to provide such disclosurecause its Representatives to use their commercially reasonable efforts to, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) cooperate in connection with the Company’s arrangement of any debt financing as may be reasonably requested in writing by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or any duties or obligations under this Section 5.1(dof any officer, director, employee, consultant, agent or Representative of the Company or any of its Subsidiaries), including (but still subject to the aforementioned reasonableness standards) (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 Parent and its debt financing sources with such pertinent and customary information regarding the Company and its 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 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 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 (D) no personal liability shall be imposed on the Representatives involved, and (vi) obtaining any intellectual property assignment agreements relating to 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 Company, any Subsidiary, any officer, director, employee, agent, consultant or Representative of either the Company or any Subsidiary shall be held liable for any reason in the event that the Parent, Merger Sub or any Affiliate thereof fails to successfully arrange for any such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith debt financing. Upon written request by the Company or its subsidiaries in fulfilling their obligations pursuant Company, the applicable Company, Subsidiary and/or Representative shall be promptly reimbursed by Parent for all direct out-of-pocket costs and expenses relating to such cooperation, which obligation shall survive the termination of this Section 5.1(d)Agreement.

Financing Cooperation. (ia) During Each of the period from Companies and the date of this Agreement Sellers shall use its reasonable best efforts to the Effective Time, the Company shall, provide and shall use its reasonable best efforts to cause its subsidiaries and its respective Subsidiaries and their respective officers, directorsemployees, employees advisors and Representatives toother representatives, cooperate to provide, in good faith to implement any necessaryeach case at the sole cost of BPS Buyer, appropriate with such cooperation and assistance as is customary or desirable arrangements reasonably requested by BPS Buyer in connection with arranging and/or obtaining the Company’s and its subsidiaries credit facilitiesDebt Financing, indentures or other documents governing or relating to indebtedness including using reasonable best efforts with respect to any financing matters related to: (i) the delivery, at least four (4) Business Days prior to the TransactionsClosing Date, includingof all documentation and other information about each of the Companies as is reasonably requested in writing by BPS Buyer (including on behalf of the Debt Financing Sources) at least nine (9) 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, without limitation, including the repayment of indebtedness under, USA PATRIOT Act and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection Beneficial Ownership Regulation (31 C.F.R. § 1010.230); and (ii) assisting BPS Buyer with the Company’s debt securities(x) pledging and perfection of collateral and (y) provision of guarantees, in each case, so long as supporting the effectiveness of such arrangements is conditioned upon the consummation Debt Financing, including assisting BPS Buyer with BPS Buyer’s preparation of the MergerDebt Financing Documents; provided that no pledge or guarantee shall be effective until the Closing. (iib) In furtherance Notwithstanding anything to the contrary herein, (A) nothing herein shall require such cooperation or other action by any of the foregoingSellers or the Companies to the extent it would unreasonably interfere with the ongoing operations of Sellers, Parent the Companies or any of their Subsidiaries, (B) (1) none of Sellers, the Companies or their Subsidiaries or their respective Representatives shall be required to execute, approve or deliver any definitive financing documents, certification, instrument or agreement, or make any representation to BPS Buyer, any of its Affiliates, any lender, agent or lead arranger to any Debt Financing or any other person in connection with any Debt Financing (it being understood that any officer or director of any of the Companies or any of their Subsidiaries that will remain an officer or director after the Closing may, at the request of BPS Buyer in connection with any Debt Financing, execute, approve or deliver documents that will be effective only at or after the Closing (but subject to the occurrence of the Closing)), and (2) no Representative of the Companies or their respective Affiliates shall be required to deliver any certificate or take any other action pursuant to this Section 4.30 to the extent doing so could reasonably be expected to result in personal liability to such representative, (C) none of the Companies or their Subsidiaries or any of their respective Affiliates or any of their respective 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 the Companies or any of their Subsidiaries that will remain a director after the Closing may, at the request of BPS Buyer in connection with any Debt Financing, 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 subsidiary default under, any material contract to which any of Parentthe Sellers or the Companies or their respective Affiliates is a party that was not entered into for the purpose of avoiding performance under this Section 4.30 or (2) will violate any obligation of confidentiality (not created in contemplation hereof) binding on any of the Sellers or the Companies or their respective Affiliates 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 Sections 5.1 and 5.2 to not be permittedsatisfied, (E) none of the Companies, their Subsidiaries or their respective Representatives shall be required to seek any amendment, waiver, consent or other modification under any indebtedness, (F) none of Sellers, the Companies or their respective Affiliates shall be required to pay or incur any fee or incur or assume any liability or obligation in consultation connection with the CompanyDebt Financing prior to the Closing (other than as are expressly reimbursable or payable by BPS Buyer) and (G) other than as required by Section 4.32, none of Sellers or the Companies shall be required to prepare or deliver any financial statements other than financial statements that are prepared in the ordinary course or any financial information, financial projections or pro forma financial information. (c) Sellers hereby consent, and shall cause the Companies to consent, to commence the use or display by Buyers during the period beginning on the Execution Date and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all ending at the Effective Time of the outstanding series of senior notes Companies’ or Seller Parent’s trademarks or logos that were used or displayed in connection with the Business as of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if anyExecution Date, in connection with the Debt Offer (collectivelyFinancing; provided, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company that such trademarks and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to logos are used solely (i) deliver and in a manner that is not intended or reasonably likely to cause counsel for harm or disparage such trademarks or logos, or the Company to deliver, customary legal opinions, to Companies or any of their Subsidiaries or Seller Parent or its Affiliates or the extent such opinions would not conflict with Applicable Law and would be accurate in light reputation or goodwill of the facts and circumstances at the time delivered Companies or any of their Subsidiaries or Seller Parent or its Affiliates and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with a description of the applicable Company, its business and products or the Transactions. Buyers (A) shall not modify in any Debt Offersrespect any such trademark or logo from the form in which it is generally used and displayed by Seller Parent and its Affiliates, and (B) at Seller’s request, shall provide appropriate documentation to confirm compliance with the requirements of this Section 4.30(c). The dealer manager, solicitation agent, information agent, depositary Buyers and their Affiliates (including the Companies) agree that all goodwill arising from any such use or other agent retained display of the Seller Marks in connection with the Debt Offers Financing will be selected by Parent after consultation with inure solely to the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent benefit of Seller and its subsidiaries to enter into financing transactions (includingAffiliates. For the avoidance of doubt, without limitation, information provided by Sellers and the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable Companies in connection with the structuringDebt Financing, marketing and execution all non-public or otherwise confidential information regarding the Sellers, the Companies and their Affiliates obtained by Buyers or any of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations their 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 Debt Financing Transaction Sources and preparing materials rating agencies that have agreed to be bound by customary confidentiality provisions (including “click-thru” confidentiality provisions). (d) Buyers shall indemnify, defend and hold harmless Sellers and the Companies, 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 4.30, the arrangement of the Debt Financing or any other financing by Buyers or any of their Affiliates and any information provided in connection therewith, (B) assisting with except in the preparation event such liabilities, obligations or losses arose out of any portion of or result from the disclosure in relation to the Financing Transaction that relates to the Merger bad faith, gross negligence, intentional fraud, intentional misrepresentation or willful misconduct by Sellers or the Transactions (including any historical and pro forma financial information and operational data)Companies. Buyers shall promptly, (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Companyrequest, reimburse Sellers and the Company Companies for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by Sellers and the Company or its subsidiaries or their respective representatives Companies in connection with any cooperation provided under this Section 5.1(d) (including 4.30 or otherwise in connection with the Debt Financing and such Financing Transaction)obligation shall survive the termination of this Agreement and shall be in addition to any other fee or obligation owed by the Buyers in connection with any termination, breach or otherwise. (ive) Notwithstanding anything to the contrary in this Section 5.1(d)Agreement, the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing breach by the Company or its subsidiaries) in connection with the Company’s Sellers of their obligations under this Section 5.1(d), except 4.30 shall not constitute a breach of the condition precedent set forth in Section 5.2(b) unless such breach results in the event that such loss, damage, claim, cost or expense arises out failure of or results from a condition precedent in the gross negligence, willful misconduct or bad faith by Debt Commitment Letter causing the Company or its subsidiaries in fulfilling their obligations pursuant Debt Financing not being available to this Section 5.1(d)BPS Buyer.

Financing Cooperation. (ia) During the period from the date of this Agreement Parent shall use its reasonable best efforts to the Effective Timetake, the Company shallor cause to be taken, all actions and shall to do, or cause its subsidiaries and its and their respective officersto be done, directors, employees and Representatives to, cooperate in good faith to implement any all things necessary, appropriate proper or desirable arrangements in connection with advisable to consummate and obtain the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to Financing on the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as conditions described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponCommitment Letter, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions (including the "flex" provisions) contemplated by the Commitment Letter and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter that are within its control and comply with its obligations thereunder, (iv) provide prior to the Effective Time the lenders under the Commitment Letter with such evidence as may be requested by such lenders to demonstrate the satisfaction of the condition set forth in Paragraph 2 of Annex D to the Commitment Letter, including if necessary by requesting that Moody's Investors Services, Inc. and Standard & Poor's provide writte▇ ▇▇▇▇▇nce thereof at the Closing and (v) enforce its rights under the Commitment Letter in the event of a breach by the financing sources that impedes or delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause counsel the lenders and the other Persons providing such Financing to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause such lenders and the other Persons providing such Financing to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on hand and marketable securities, to consummate the Merger, and provided further that such reduction shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including the "flex" provisions) contemplated in the Commitment Letter and such portion is reasonably required to fund the Merger Consideration, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing. (b) The Company shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide all cooperation reasonably requested by Parent in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing information relating to the Company and its Subsidiaries to the Financing Parties (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the Company to deliver, customary legal opinions, completion of the Financing by the Financing Parties) to the extent such opinions would not conflict with Applicable Law and would reasonably requested by Parent to assist in preparation of customary offering or information documents to be accurate in light used for the completion of the facts and circumstances at Financing as contemplated by the time delivered and Commitment Letter, (ii) cause participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company’s independent ), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for any of the Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Financing (including consenting to the use of the Company's and its Subsidiaries' logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries), (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants to provide customary consents for use of their reports in any materials relating to the extent required in connection with any Debt Offers. The dealer managerFinancing), solicitation agent, information agent, depositary legal opinions or other agent retained documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. Financing, (iiivi) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents assisting in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of the Company's or its Subsidiaries' existing credit agreements, currency or interest hedging agreements, or other agreements, in meetings each case, on terms satisfactory to Parent and due diligence sessions and rating agency presentations that are reasonably requested by Parent in connection with the Financing Transaction and preparing materials in connection therewithprovided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (Bvii) assisting with the preparation of any portion of the disclosure in relation to as promptly as practicable, furnishing Parent and the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma Parties with all financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents information regarding the Company and legal opinions its Subsidiaries as may be reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, (ix) using its reasonable best efforts to permit any cash and marketable securities of the Company and its Subsidiaries to be made available to the Parent and/or Merger Sub at the Closing, (x) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or securities, (xi) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of the Company and its Subsidiaries, (xii) providing audited consolidated financial statements of the Company covering the three (3) fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim period or periods of the Company ended after the date of the most recent audited financial statements and at least 45 days prior to the Closing Date, (xiii) cooperating reasonably with Parent's financing sources' due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company and (xiv) terminating and repaying in full the commitments under the Credit Agreement, dated as of August 2, 2007, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, on or prior to the Closing Date; provided such documents will not take effect that, until the Effective TimeTime occurs, neither the Company nor any of its Subsidiaries shall (i) and be required to pay any commitment or other similar fee, (Dii) delivering, have any liability or procuring any obligation under any credit agreement or any related document or any other agreement or document related to the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and Financing (or alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) or (iii) be required to incur any other documents as liability in connection with the Financing (or any alternative financing that Parent may be necessary raise in connection with the transactions contemplated by this Agreement) unless reimbursed or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction)reasonably satisfactorily indemnified by Parent. Parent shall(i) shall promptly, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or Company, any of its subsidiaries Subsidiaries or their respective representatives Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 5.1(d6.13, (ii) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time acknowledges and agrees that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, its Subsidiaries and their respective Representatives shall not have any Applicable Law requires the Company responsibility for, or its subsidiaries to restrict or prohibit access incur any liability to any such information, (B) in the reasonable good faith judgment of the CompanyPerson under, the information is subject to confidentiality obligations to a third party Financing or (C) disclosure of any such information or document would result alternative financing that Parent may raise in connection with the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of transactions contemplated by this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent Agreement and (3iii) 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries Subsidiaries and their respective officers, directors, 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 Financing and any type (other than information used in connection therewith, except with respect to the extent resulting from any information provided to Parent in writing by the Company or any of its subsidiariesSubsidiaries. (c) in connection with the Company’s obligations under this Section 5.1(d), except in In the event that such lossthe Commitment Letter is amended, damagereplaced, claimsupplemented or otherwise modified, cost including as a result of obtaining alternative financing in accordance with Section 6.13(a), or expense arises out if Parent substitutes other debt or equity financing for all or a portion of or results from the gross negligenceFinancing, willful misconduct or bad faith by each of Parent and the Company shall comply with its covenants in Section 6.13(a) and (b) with respect to the Commitment Letter as so amended, replaced, supplemented or its subsidiaries in fulfilling their obligations pursuant otherwise modified and with respect to this Section 5.1(d)such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing Cooperation. (ia) During the period from the date of this Agreement Seller shall use its reasonable best efforts to the Effective Time, the Company shallprovide, and shall cause its subsidiaries Subsidiaries to use reasonable best efforts to provide, and its use reasonable best efforts to cause their Representatives to provide, in each case at the sole cost of Buyer, with such cooperation and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate assistance as is customary or desirable arrangements reasonably requested by Buyer in connection with arranging, obtaining and/or consummating the CompanyDebt Financing, including using reasonable best efforts to assist Buyer with Buyer’s (x) pledging and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment perfection of indebtedness under, collateral and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities(y) provision of guarantees, in each case, so long as supporting the effectiveness of such arrangements is conditioned upon the consummation Debt Financing, including assisting Buyer with ▇▇▇▇▇’s preparation of the MergerDebt Financing Documents; provided, that no pledge, guarantee or other Debt Financing Document shall be effective until the Closing. (iib) In furtherance Notwithstanding anything to the contrary herein, (A) nothing herein shall require such cooperation or other action by any of Seller or any of its Subsidiaries (including the foregoing, Parent (or a subsidiary of ParentVantive Group Entities) will be permitted, in consultation to the extent it would unreasonably interfere with the Companyongoing operations of Seller or any of its Subsidiaries (including the Vantive Group Entities), to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to(B) none of Seller, any of its Subsidiaries (including the Vantive Group Entities) or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which its Representatives shall be conditioned upon the Closing and which offers required to purchase execute, approve or exchange deliver any definitive financing documents, certification, instrument or consent solicitations shall have such other terms and conditionsagreement, including pricing terms and amendments or make any representation to Buyer, any of their Affiliates, any lender, agent or lead arranger to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (Financing or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, other person in connection with the Debt Offer Financing (collectivelyit 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 “Debt Offer Documents”) a reasonable period request of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, Buyer in connection with any the Debt Financing (but shall not be required to), execute, approve or all deliver documents that will be effective only at or after the Closing (but subject to the occurrence of the consent solicitationsClosing)), the Company shall execute a supplemental indenture or to the Company’s indentures deliver or require to be delivered any solvency or similar certificate or any legal opinion of external counsel in accordance connection with the terms thereof amending Debt Financing, (C) none of Seller, any of its Subsidiaries (including the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures Vantive Group Entities) or any of its equityholders or governing bodies shall be conditioned uponrequired to authorize or pass any resolutions or consents to approve or authorize the execution of any definitive financing documents, and shall not become operative untilcertification, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required instrument or agreement in connection with any Debt Offers. The dealer managerFinancing (it being understood that any director of any of Seller or any of its Subsidiaries that will remain a director after the Closing may, solicitation agentat 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 agentthat is legally privileged, depositary (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 agent retained 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 Offers will Financing prior to the Closing (other than as are expressly reimbursable or payable by Buyer) and (G) neither Seller nor any of its Subsidiaries (including the Vantive Group Entities) shall be selected required to prepare or deliver any financial statements, other than financial statements that are prepared in the ordinary course or the Required Financial Information, or any financial information, financial projections or pro forma financial information. Notwithstanding anything to the 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 Vantive Group Entities as is reasonably requested in writing by Parent after consultation ▇▇▇▇▇ (including on behalf of the Debt Financing Sources) at least nine (9) 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, including the 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 its Affiliates shall use or display Seller’s or any of its Subsidiaries’ trademarks or logos in connection with the Company Debt Financing, 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 of its Subsidiaries (including the Vantive Group Entities) or the reputation or goodwill of 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 fees 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 expenses will be paid directly costs incurred by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent Seller and its subsidiaries to enter into financing transactions Subsidiaries (including, without limitation, including the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents Vantive Group Entities) in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary cooperation provided under this Section 4.28 or reasonably desirable otherwise in connection with the structuringDebt Financing; provided, marketing 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 execution of shall be in addition to any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations other fee or obligation owed by Buyer in connection with the Financing Transaction and preparing materials in connection therewithany termination, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger breach or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction)otherwise. (ive) Notwithstanding anything to the contrary in this Section 5.1(d)Agreement, the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation a breach by Seller of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except 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 event that such loss, damage, claim, cost or expense arises out failure of or results from a condition precedent in the gross negligence, willful misconduct or bad faith by Debt Commitment Letter directly causing the Company or its subsidiaries in fulfilling their obligations pursuant Debt Financing not to this Section 5.1(d)be available to Buyer.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective Time, the Company shall, On and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv)Closing Date, the Company shall use its commercially reasonable efforts efforts, and shall cause its Subsidiaries to (1) obtain the required consent of any third party necessary use their commercially reasonable efforts, to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, cause its subsidiaries and their respective officers, directorsemployees, employees advisors and Representatives from representatives (including legal and against accounting) to provide such cooperation to Acquiror as may reasonably be requested by Acquiror in connection with any and debt financing obtained or to be obtained by the Acquiror (“Debt Financing”) to fund all lossesor any portion of, damagesor otherwise to be incurred in connection with, claimsthe transactions contemplated hereby. (b) Notwithstanding the foregoing, costs prior to the Closing Date, neither the Company, nor its Subsidiaries shall be required or expenses suffered obligated to (i) approve, execute or incurred by deliver any of them document in connection with the Debt Financing or agree to any change or modification of any type (other than existing certificate, document, instrument or agreement, in each case, that is not effective or conditioned, as applicable, upon the Closing or that would not terminate without liability to the extent resulting from information provided to Parent in writing by the Company or any of its subsidiariesAffiliates upon the termination of this Agreement, other than customary authorization letters with respect to information about the Company and its Subsidiaries; (ii) pass resolutions or consents to approve or authorize the execution of the Debt Financing; (iii) incur any liability or obligation (including any indemnification obligation) in connection with the Company’s obligations under this Section 5.1(d)Debt Financing that is not contingent on the Closing, except or pay any commitment or other fee in connection with the Debt Financing prior to the Closing; (iv) provide any financial (or other) information that (1) is not produced in the event that such lossordinary course of business, damage(2) is not required to be provided pursuant to the terms of the documentation governing the Debt Financing of the Company, claim, or (3) cannot be produced or provided without unreasonable cost or expense arises out expense; (v) take any action other than at Acquiror’s request and with reasonable prior notice; (vi) take any action that would conflict with, violate or result in a breach of or results from the gross negligencedefault under its organizational documents or any Law or material contract by which it or its property is bound; (vii) take any action that could subject any director, willful misconduct manager, officer or bad faith by employee of the Company or its subsidiaries Subsidiaries to any actual or potential personal liability; (viii) provide access to or disclose information that the Company determines in fulfilling their obligations good faith (after consultation with counsel) would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Company or any of its Subsidiaries; provided that the Company shall use commercially reasonable efforts to provide an alternative means of disclosing or providing such information and to the extent that doing so would not jeopardize attorney-client privilege or violate such confidentiality requirements, the Company shall notify the Acquiror if any information requested by the Acquiror is being withheld pursuant to this Section 5.1(dsubclause (viii); (ix) take any action that it determines in good faith would unreasonably interfere with the ongoing commercial operations of the Company and its Subsidiaries; (x) take any action to the extent it would (or would reasonably be expected to) cause any representation or warranty in this Agreement to be breached, cause any condition to the Closing set forth in Article IX to fail to be satisfied or otherwise cause any breach of this Agreement; (xi) waive or amend any terms of this Agreement; (xii) prior to the Closing, be an issuer or other obligor with respect to such Debt Financing; or (xiii) deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters in connection with the Debt Financing.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeClosing, the Company shallBuyer shall use, and shall cause its subsidiaries Representatives and its Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and their respective officersto do, directorsor cause to be done, employees and Representatives to, cooperate in good faith to implement any all things necessary, appropriate proper or desirable arrangements in connection with advisable to consummate and obtain the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to Financing on the terms and provisions of subject only to the applicable indenture, as are specified, from time to time, by Parent conditions set forth in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable LawCommitment Documentation, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use using reasonable best efforts to (i) maintain in effect and comply with the Debt Commitment Documentation and the definitive agreements relating to the Financing, (ii) negotiate and enter into definitive agreements relating to the Financing on the terms and subject only to the conditions set forth in the Debt Commitment Documentation, (iii) satisfy (and cause its Representatives and Affiliates to satisfy) on a timely basis all conditions applicable to Buyer in the Debt Commitment Documentation and the definitive agreements related thereto and consummate the Financing at or prior to the Closing (or, if necessary or deemed advisable by Buyer, seek the waiver of conditions applicable to Buyer contained in the Debt Commitment Documentation or such definitive agreements related thereto); and (iv) enforce its rights under the Debt Commitment Documentation and the definitive agreements relating to the Financing. (b) Buyer shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, restatement, amendment and restatement, supplement or modification to be made to, or grant any waiver of any provision under, the Debt Commitment Documentation or the definitive agreements relating to the Financing, if such termination, amendment, restatement, supplement, modification or waiver would be reasonably likely to: (i) reduce (or could have the effect of reducing) the aggregate proceeds of any such Financing (including by increasing the amount of fees to be paid or original issue discount) unless other financing subject to equivalent (or less onerous) conditions precedent is obtained by a corresponding amount; (ii) adversely impact the ability of Buyer to enforce its rights under the Debt Commitment Documentation or the definitive agreements with respect to the Debt Financing; or (iii) impose new or additional conditions precedent to the availability of the full amount of the Financing or otherwise amend, modify or expand any of the conditions precedent to the Financing. (c) Buyer shall keep the Company informed on a reasonably current basis and in reasonable detail, upon the reasonable request of the Company, of the status of its efforts to arrange the Financing. Buyer shall deliver to the Company true and complete copies of any amendment, modification, supplement, consent or waiver to cause counsel or under the Debt Commitment Documentation or the definitive agreements relating to the Financing promptly upon execution thereof other than (i) amendments or modifications solely for the Company to deliver, customary legal opinions, purpose of joining additional arrangers or financing sources following the date hereof to the extent such opinions would not conflict with Applicable Law and would be accurate in light effected pursuant to the terms of the facts and circumstances Debt Commitment Documentation or (ii) amendments, modifications, supplements, consents or waivers to or under the terms that have been or of the type that have been redacted in the copy of the Fee Letter delivered to the Company. Buyer shall give the Company prompt notice (i) of any material breach or material default or actual or threatened repudiation or termination (whether in whole or in part) by any party to the Debt Commitment Documentation or definitive documents related to the Financing of which Buyer becomes aware, (including any material dispute or disagreement with respect to the conditionality or the obligation to fund all or any portion of the Financing at the time delivered Closing (but excluding ordinary course negotiations)) and (ii) cause of the occurrence of an event or development that could reasonably be expected to adversely impact the ability of Buyer to obtain all or any portion of the Financing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date any the Company delivers to Buyer a written request, Buyer shall provide any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. (d) Without limiting the generality of Section 6.1, and to assist Buyer in its financing efforts, the Company agrees to reasonably cooperate with the arrangement of the Financing, including by providing to Buyer and its Financing Sources, as promptly as reasonably practicable after Buyer’s written request therefor, all customary and reasonably available financial and other information with respect to the Company and each of the Company Subsidiaries and the transactions contemplated hereby and by the Financing. (e) In no event shall the Company or any Company Subsidiary be required to take or permit the taking of any action that would (i) in the Company’s independent accountants reasonable judgment, unreasonably interfere with the ongoing business or operations of the Company Subsidiaries, (ii) require the Company, any Company Subsidiary or any of their respective Affiliates or Representatives to bear any cost or expense, pay any commitment or other fee, enter into or perform any definitive agreement, incur any other liability or obligation, make any other payment or agree to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations indemnity in connection with the Financing Transaction and preparing materials in connection therewithor other financing prior to the Closing, (Biii) assisting conflict with the preparation of or violate any portion of the disclosure in relation Company’s or Company Subsidiaries’ organizational documents or any Laws or result in, prior to the Financing Transaction that relates to the Merger Closing, a violation or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) deliveringbreach of, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitationdefault under, any investment contract to which the Company or commercial banks appointed in any capacity with respect Company Subsidiary is a party or (iv) provide access to or disclose information the Company or any Financing Transaction). Parent shallCompany Subsidiary reasonably determines could jeopardize their attorney-client privilege. (f) Buyer shall promptly, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the incurred by Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries Subsidiary and/ or their respective representatives Affiliates or Representatives in connection with the Financing or other financing efforts, including the cooperation contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company 6.21 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries each Company Subsidiary and each of their respective officers, directors, employees Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs or costs, expenses (including reasonable attorney’s fees), interest, awards, judgments and penalties of any kind imposed on, sustained, suffered or incurred by by, or asserted against, any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company them, directly or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)indirectly, except in the event that such lossrelating to, damage, claim, cost or expense arises arising out of or results resulting from the gross negligenceany such Financing or efforts, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations any cooperation pursuant to this Section 5.1(d)6.21 and/or the provision of information utilized in connection therewith, except to the extent (i) arising out of gross negligence, or willful misconduct of the Company or any Company Subsidiary or (ii) arising from any information utilized in any Financing or other financing regarding the Company or Company Subsidiaries provided to Buyer for use in connection therewith, in each case, whether or not the Closing occurs.

Financing Cooperation. 12.1 Without diminishing Seller’s obligations and B▇▇▇▇’s rights hereunder, B▇▇▇▇ acknowledges that Seller may elect to finance all or part of its costs of the transactions contemplated by this Agreement, including the costs of the construction of Seller’s Facility. Buyer shall use commercially reasonable efforts to provide all cooperation reasonably necessary in connection with any financing efforts that Seller may undertake in connection with financing Seller’s Facility, as may be reasonably requested by Seller; provided that such efforts shall not (i) During relieve Seller of any of its obligations under this Agreement; or (ii) decrease the period from economic benefits, or increase the date costs, of the transactions contemplated by this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) Buyer. In furtherance of the foregoing, Parent (or B▇▇▇▇ agrees to negotiate in good faith and in a subsidiary commercially reasonable manner a customary collateral assignment for security purposes of Parentthis Agreement for the benefit of such Person(s) will providing such financing, as may be permitted, in consultation with the Company, to commence reasonably necessary and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have appropriate for such other terms and conditionsfinancing, including pricing terms and amendments to the terms and provisions a reasonable standstill period in favor of the applicable indenturesuch Person(s) providing financing, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by provided that none of the terms of such Company Notesconsent shall (i) relieve Seller of any of its obligations under this Agreement; or (ii) decrease the economic benefits, or increase the applicable indentures and applicable Lawcosts, including the rules and regulations of the SECtransactions contemplated by this Agreement to Buyer. Parent (B▇▇▇▇ agrees, at the Seller’s cost and expense, to provide such internal or a subsidiary of Parent) shall not third-party legal opinion as may be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, requested by Seller in connection with the Debt Offer (collectivelysuch financing. 12.2 Without diminishing Buyer’s obligations and S▇▇▇▇▇’s rights hereunder, the “Debt Offer Documents”) a Seller acknowledges that Buyer may enter offsetting sale transactions that will offset all or part of its obligations contemplated by this Agreement. Seller shall use commercially reasonable period of time in advance of commencing the applicable Debt Offer efforts to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, provide all cooperation reasonably necessary in connection with any or all of the consent solicitationsoffsetting transactions that Buyer may undertake, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested by Buyer; provided that such efforts shall not (provided such documents will not take effect until the Effective Timei) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, relieve Buyer of any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)Agreement; or (ii) decrease the economic benefits, except in or increase the event that such losscosts, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith transactions contemplated by the Company or its subsidiaries in fulfilling their obligations pursuant this Agreement to this Section 5.1(d)Seller.

Financing Cooperation. (a) Purchaser shall, and shall cause each of its Affiliates to, use its reasonable best efforts to obtain the Debt Financing on a timely basis on the terms and conditions described in the Debt Commitment Letters (as such terms may be modified in connection with the exercise of any “flex” provisions provided for therein), including using its reasonable best efforts to (i) During comply in all material respects with its obligations under the period applicable Debt Commitment Letters, (ii) maintain in effect the Debt Commitment Letters, (iii) negotiate and enter into all definitive agreements with respect to the Debt Commitment Letters (collectively, the “Debt Financing Documents”) on a timely basis on terms and conditions (including the “flex” provisions) contained therein or otherwise not materially less favorable to Purchaser in the aggregate than those contained in the Debt Commitment Letters, (iv) satisfy on a timely basis all conditions applicable to Purchaser contained in the applicable Debt Financing Documents within their control (or obtain a waiver thereof), including the payment of any commitment, engagement or placement fees required to be paid as a condition to the Debt Financing on or prior to the Closing Date, (v) enforce in all material respects all of its rights under or with respect to the applicable Debt Financing Documents upon the satisfaction of the applicable conditions contained therein and (vi) consummate the Debt Financing at or prior to the Closing (it being understood that it is not a condition to Closing under this Agreement for Purchaser to obtain the Debt Financing). Purchaser shall use commercially reasonable efforts to keep the Sellers’ Representative informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Purchaser shall give the Sellers’ Representative prompt (and in any event, within two (2) Business Days) written notice of any of the following, to the extent occurring prior to the Closing: (A) upon having knowledge of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party of any of the Debt Financing Documents or any termination of any of the Debt Financing Documents, (B) of the receipt of any notice or other communication from any Person with respect to any material dispute or disagreement between or among any parties to the Debt Commitment Letters (it being understood and agreed that customary negotiations with respect to the Debt Financing and the Debt Commitment Letters (or any agreement related thereto) shall not constitute a material dispute or disagreement) that relates to the termination of or the satisfaction of the conditions to, the obligations of the Debt Financing Sources party thereto to fund their applicable portion of the Debt Financing, (C) of the occurrence of an event or development that would reasonably be expected to have a material and adverse impact on the ability of Purchaser to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters and (D) if for any reason (other than as a result of the failure of the conditions set forth in Section 8.2 to be satisfied) Purchaser has determined in good faith that it shall not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letters. As soon as reasonably practicable, but in any event, within three (3) Business Days following delivery by the Sellers’ Representative to Purchaser of written request therefor, Purchaser shall provide any information reasonably requested by the Sellers’ Representative relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence; provided that nothing in this sentence or the immediately preceding sentence shall require Purchaser to provide any such information to the extent disclosure could reasonably be expected to result in a waiver of attorney client privilege (provided that, if any such access is limited for the foregoing reason, Purchaser shall use its commercially reasonable efforts to establish a process that shall provide the Sellers’ Representative with timely access to the fullest extent possible to the substance of such information). Other than as such terms may be modified in connection with the exercise of any “flex” provisions provided for in the Debt Commitment Letter and as set forth in Section 6.8(b), Purchaser shall not, without the prior written consent of the Sellers’ Representative, amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Debt Financing Documents or any other provision of, or remedies under, the Debt Financing Documents, in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of (x) adversely affecting in any respect the ability of Purchaser to timely consummate the transactions contemplated by this Agreement, including by reducing the aggregate amount of the Debt Financing contemplated by the Debt Commitment Letters, (y) imposing new or additional conditions or otherwise expanding, amending, modifying, supplementing or waiving the conditions to the Debt Financing in a manner that would materially delay the Closing or make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (z) adversely affecting the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters; provided that Purchaser shall be permitted to amend the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or other agents and arrangers that have not executed the Debt Commitment Letter as of the date hereof. In the event all conditions applicable to the Debt Financing Documents have been satisfied and all of the conditions set forth in Article 9 have been satisfied (other than those to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), Purchaser shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement. (b) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (as such terms may be modified in connection with the exercise of any “flex” provisions provided for therein), Purchaser shall use its reasonable best efforts to, as promptly as reasonably practicable, arrange and obtain alternative financing in an amount sufficient, when added to any portion of the Debt Financing that has not become unavailable and other available cash at Closing of Purchaser, to pay in cash all amounts required to be paid by Purchaser in connection with the transactions contemplated by this Agreement (“Alternative Debt Financing”) on terms not materially less favorable (including with respect to conditionality to the Effective Timeavailability and funding of the financing provided thereby), in the aggregate, to Purchaser than those set forth in the Debt Commitment Letters on the date hereof (as such terms may be modified in connection with the exercise of any “flex” provisions provided for therein). In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing and the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include the applicable documents for such Alternative Debt Financing. (c) Prior to the Closing, (i) the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives the other Barteca Entities to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use commercially reasonable best efforts to (i) deliver cause the Barteca Entities’ respective directors, officers and employees to cause counsel for use commercially reasonable efforts to, and shall direct the Company Barteca Entities’ counsel, accountants and auditors to deliveruse commercially reasonable efforts to, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company each Blocker Seller shall, and shall cause its subsidiaries applicable Blocker to, and their shall use commercially reasonable efforts to cause each Blocker Seller’s and Blocker’s respective officers, directors, officers and employees and Representatives to use commercially reasonable efforts to, cooperate and shall direct each Blocker Seller’s and Blocker’s respective counsel, accountants and auditors to use its and their commercially reasonable best efforts to to, in each case, provide such information and documentation as may be necessary or reasonably desirable in connection reasonable cooperation with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion arrangement of the disclosure in relation to the Debt Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested by Purchaser, at Purchaser’s sole cost and expense (provided that such documents will requested cooperation does not take effect until unreasonably interfere with the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs ongoing operations of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which Blockers or the Company (orBarteca Entities), if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred including by the Company or its subsidiaries or using their respective representatives commercially reasonable efforts in connection with this Section 5.1(dany of the following matters: (i) participating (including by making members of senior management with appropriate seniority and expertise available) in a reasonable number of meetings, presentations, due diligence sessions and drafting sessions and sessions with rating agencies; (ii) (including A) furnishing Purchaser and the Debt Financing Sources with the Required Bank Information, as promptly as practicable and (B) upon reasonable request by Purchaser, furnishing to the Purchaser and the Debt Financing Sources information relating to the Barteca Entities that is reasonably required by Purchaser and such Debt Financing Transaction).Sources to produce one or more customary confidential information memoranda, investor presentations, bank information memoranda, offering memoranda, private placement memoranda and other customary marketing materials to be used in connection with such financing; (iii) providing all information reasonably requested by Purchaser or the Debt Financing Sources regarding the Barteca Entities under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, requested at least ten (10) days prior to the Closing Date; (iv) Notwithstanding anything assisting with Purchaser’s preparation of definitive financing documentation and the schedules and exhibits thereto, in each case, customarily required to be delivered under such definitive financing documents; provided that no obligation of any Barteca Entity under any such document or agreement shall be effective until the Closing; and (v) assisting Purchaser and the Debt Financing Sources in the preparation of a customary rating agency presentations, bank information memoranda (including, to the contrary extent necessary, an additional bank information memorandum that does not include material non-public information and customary authorization letters) for any of the Debt Financing to the extent reasonably required thereby; provided that none of the Unitholders nor the Barteca Entities shall be required to pay any commitment or other similar fee (except to the extent reimbursed substantially concurrently by Purchaser or contingent upon the Closing) or incur any other liability in connection with the Debt Financing. provided, further, that the effectiveness of any documentation executed by any Blocker or any Barteca Entity with respect to the Debt Financing shall be subject to the consummation of the Closing (other than as set forth in any authorization letter delivered in connection with the Debt Financing). Any information provided to Purchaser pursuant to this Section 5.1(d)6.8(c) shall be subject to the Confidentiality Agreement. Purchaser acknowledges and agrees that none of the Unitholders nor any Barteca Entity nor any of their respective Affiliates expressly for use in connection therewith or any of their respective directors, the Company officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, and shall not be required to incur any liability (xpersonal or otherwise) enter into to any Financing Transaction prior to person under or in connection with, the Effective Time that is not conditioned upon the consummation arrangement of the Merger Debt Financing or (y) disclose any information pursuant to Alternative Debt Financing that Purchaser may raise in connection with the transactions contemplated by this Section 5.1(d) to the extent Agreement, and that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent Purchaser shall indemnify and hold harmless the CompanyUnitholders, its subsidiaries the Blockers, the Barteca Entities and their respective officers, directors, employees Affiliates and Representatives representatives from and against any and all losses, damages, claims, costs or expenses Losses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)arrangement of the Debt Financing and any information utilized in connection therewith, except in to the event that such lossextent arising from (x) information provided by or on behalf of the Blocker Sellers, damagethe Blockers, claim, cost the Barteca Entities or expense arises out of their respective Affiliates or results from (y) the gross negligencebad faith, willful misconduct or bad faith gross negligence of the Blocker Sellers, the Blockers, the Barteca Entities or their respective Affiliates. Purchaser shall, and shall cause its Affiliates to, promptly reimburse the Company for all out-of-pocket costs or expenses incurred by the Company or its subsidiaries Blockers and the Barteca Entities and/or their respective Affiliates in fulfilling their obligations pursuant to connection with cooperation provided for in this Section 5.1(d6.9(c) (including in connection with the preparation of the pro forma financial statements that would be prescribed by Article 11 of Regulation S-X under the Securities Act); provided, that Purchaser shall not be required to reimburse the Company, the Blockers or the Barteca Entities for expenses incurred solely in connection with actions taken by the Blockers and the Barteca Entities in connection with the preparation of the Required Bank Information that the Blockers and the Barteca Entities would otherwise have taken in connection with their ordinary course activities. Purchaser acknowledges and agrees that obtaining the Debt Financing, or any other financing, is not a condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing or any other financing, subject to satisfaction or waiver of the conditions set forth in Article 8. (d) The Company and the Blockers, on behalf of themselves and their respective Subsidiaries, hereby consent to the use of their logos solely in connection with the Debt Financing; provided that such logos are used solely in a manner that is neither intended to nor reasonably likely to harm or disparage the Barteca Entities or the Blockers or their respective reputations, goodwill or marks.

Financing Cooperation. (ia) During The Buyer shall use its reasonable best efforts to obtain the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to Financing on the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as conditions described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponCommitment Letters, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use including using reasonable best efforts to (i) deliver maintain in full force and to cause counsel for effect the Company to deliverCommitment Letters, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause negotiate and enter into definitive agreements with respect thereto on the Company’s independent accountants to provide customary consents for use of their reports terms and conditions contained in the Commitment Letters (or on terms no less favorable to the extent required in connection Buyer and do not have an adverse impact on the Seller or the consummation of the Transactions, except with any Debt Offers. The dealer managerrespect to terms which are otherwise agreed to by the Buyer), solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges satisfy all conditions to funding that are within its control and agrees that it may be necessary for Parent set forth in the Commitment Letters and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation definitive documents related to the Financing Transaction that relates at or prior to the Merger or the Transactions (including any historical and pro forma financial information and operational data)Closing, (Civ) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until enforce its rights under the Effective Time) Commitment Letters and (Dv) delivering, consummate the Financing at or procuring prior to the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable Closing (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by amounts required to consummate the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing TransactionTransactions). (ivb) Notwithstanding anything Upon request by the Seller, the Buyer shall keep the Seller reasonably informed with respect to all material activity concerning the status of the Financing and shall give the Seller prompt notice, if: (i) any of the Commitment Letters expire or are terminated for any reason or (ii) any financing source that is a party to any Commitment Letter notifies the Buyer of any actual or potential breach, default, termination or repudiation by any party to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior Commitment Letters or definitive agreements relating to the Effective Time that is not conditioned upon Commitment Letters or any material dispute between or among the consummation of Parties to the Merger or (y) disclose any information pursuant Commitment Letters with respect to this Section 5.1(d) funding the Financing, in each case solely to the extent that (A) such breach could reasonably be expected to delay or prevent the Closing. The Buyer shall not amend, supplement, waive or otherwise modify or replace, or agree to amend, supplement, waive or otherwise modify or replace, the Commitment Letters in the reasonable good faith judgment any manner prohibited by Section 5.7(c). Upon any such amendment, supplement, waiver or modification or replacement of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) Commitment Letters in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that accordance with respect to clauses (A) through (C) of this Section 5.1(d)(iv5.7(c), the Company term “Commitment Letters” shall use its commercially reasonable efforts to (1) obtain mean the required consent of any third party necessary to provide such disclosureCommitment Letters as so amended, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and Parent and (3) utilize the procedures of a joint defense agreement supplemented or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law modified or jeopardizing such privilegereplaced. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeClosing and subject to the limitations in, and prior to the termination of, this Agreement, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives Tensar to, cooperate in good faith use commercially reasonable efforts (at Parent’s sole cost and expense) to implement any cause the appropriate officers and employees of the Company and Tensar to, provide such cooperation as is necessary, appropriate or desirable arrangements customary and reasonably requested by Parent upon reasonable prior notice to assist Parent in connection with the arrangement of any debt financing sought by Parent or any of its Affiliates for the purpose of financing the Transactions, including in connection with Parent’s existing financing agreements (the “Financing”). Notwithstanding anything to the contrary in this Agreement, none of the Company’s and its subsidiaries credit facilities, indentures Tensar or any officer, employee or representative of any of the foregoing, shall be required to pay any commitment or other documents governing similar fee, or relating to indebtedness with respect to approve any financing matters document or other matter related to the Transactions, including, without limitation, Financing or incur or reimburse any costs or expenses or incur any other liability or obligation of any kind or give any indemnities prior to the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the MergerFinancing. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (ivb) Notwithstanding anything to the contrary in this Section 5.1(d)6.07, Parent expressly acknowledges and agrees that (i) its obligation to consummate the Company shall Transactions on the terms and subject to the conditions set forth herein are not be required to contingent on (x) enter into the availability or obtaining of any Financing Transaction prior to debt or equity financing (including the Effective Time that is not conditioned upon Financing) or the consummation receipt of the Merger proceeds therefrom or (y) disclose the Company’s (or any information of its Subsidiaries’ (including Tensar’s)) compliance with this Section 6.07, (ii) the Company and its Subsidiaries (including Tensar) will be deemed to be in compliance with this Section 6.07, and neither Parent nor any of its Affiliates shall allege that the Company or any of its Subsidiaries (including Tensar) is not or has not been in compliance with this Section 6.07, regardless of whether the Company or any of its Subsidiaries (including Tensar) take or omit to take any action pursuant to this Section 5.1(d6.07, (iii) to the extent that (A) in the reasonable good faith judgment none of the Companyrepresentations, warranties or covenants of the Company (on behalf of itself or any of its Subsidiaries (including Tensar)) set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any Applicable Law requires of the actions taken or omitted to be taken by the Company or any of its subsidiaries to restrict or prohibit access to Subsidiaries (including Tensar) set forth in this Section 6.07, and (iv) any such information, (B) in the reasonable good faith judgment obligation of the Company, the information is subject to confidentiality obligations to a third party Company or any of its Subsidiaries (Cincluding Tensar) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of under this Section 5.1(d)(iv), 6.07 will terminate immediately upon the Company shall use its commercially reasonable efforts to (1) obtain earlier of 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 Closing Date and the date this Agreement is reasonably acceptable to the Company and Parent 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 violating Applicable Law or jeopardizing such privilegeterminated. (vc) Neither the Company nor any of its Affiliates or Subsidiaries 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 6.07. (d) All non-public or other confidential information provided by or behalf of the Company to Parent or its Affiliates or any of their respective representatives pursuant to this Section 6.07 shall be kept confidential in accordance with the terms of the Non-Disclosure Agreement. (e) Parent shall indemnify and hold harmless the Company, its subsidiaries Tensar and their respective officers, directors, employees representatives and Representatives Affiliates from and against any and all losses, damages, claims, costs or expenses Losses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d6.07, any Financing or any information used in connection with such Financing, except for any of the foregoing to the extent the same is the result of Fraud committed by or on behalf of the Company in connection with this Agreement or the Transactions, and then limited only to the extent of such Fraud. Parent shall promptly (and in any event within two (2) Business Days of delivery of documentation evidencing the applicable cost or expense), except in upon request by the event that such lossCompany, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by reimburse the Company or its subsidiaries the Subsidiaries of the Company for all out-of-pocket costs and expenses (including outside attorneys’ fees and disbursements) incurred by the Company, Tensar or any of their respective representatives and Affiliates in fulfilling their obligations pursuant to connection with the cooperation contemplated by this Section 5.1(d)6.07.

Financing Cooperation. (ia) During the period from the date of this Agreement Subject to Section 7.12(b), prior to the Effective TimeClosing, the Company shall, and Seller shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith use commercially reasonable efforts to implement any necessary, appropriate or desirable arrangements take the following actions to the extent reasonably requested by the Buyer in connection with and reasonably necessary and customary for the Company’s purpose of the Buyer (and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any the Transferred Entities) obtaining third party debt financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with its acquisition of the CompanyTransferred Equity Interests and the Transferred Assets (without prejudice to the Buyer’s debt securitiesobligation to pay the Purchase Price in accordance with Section 4.01) (each “Debt Financing” and the providers of such Debt Financing each, a “Debt Financing Source”), in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger.at Buyer’s sole cost and expense: (i) (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion appropriate and customary materials for a rating agency presentation, a bank information memorandum, and a lender (b) Notwithstanding anything in Section 7.12(a) or this Agreement to the contrary, until the Closing occurs, the cooperation requested by the Buyer pursuant to Section 7.12(a) shall not (i) unreasonably interfere with the ongoing operations of the disclosure Seller or its Affiliates, including the Transferred Entities or the Business, or (ii) require the Seller or any of its Affiliates, including the Transferred Entities, to (A) pay any commitment or other similar fee, (B) have or incur any liability or obligation in relation connection with the Debt Financing, including under any agreement or any document related to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data)Debt Financing, (C) executing and delivering commit to taking any pledge and security documentaction (including entering into any agreement) that is not contingent upon the Closing, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) deliveringtake any action that would conflict with, violate or result in a breach of or default under any Organizational Documents of the Seller or any of its Affiliates, any Transaction Agreement or any other contract, agreement, undertaking or other instrument, or procuring any Law, (E) take any action that could subject any director, manager, officer or employee of the delivery Seller or any of its Affiliates to any actual or potential personal liability, (F) provide access to or disclose information that the Seller determines in good faith could jeopardize any attorney client privilege of, such informationor conflict with any confidentiality requirements applicable to, certificatesthe Seller or any of its Affiliates, authorization letters(G) cause any director or manager of the Seller or any of its Affiliates to pass resolutions or consents to approve or authorize the execution of the Debt Financing, comfort letters(H) reimburse any expenses or provide any indemnities, representation letters and other documents as may be necessary (I) make any representation, warranty or desirable certification that, in the good faith determination of the Seller, is (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, c) The Buyer shall promptly upon request by the Company, reimburse the Company Seller for all reasonable costs and documented, third-party out-of-pocket cost and expenses incurred by the Seller or any of its Affiliates, including the Transferred Entities, in connection with the cooperation contemplated by Section 7.12(a), including (including i) reasonable attorneys’ fees, but excluding the costs fee and (ii) expenses of the CompanySeller’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled accounting firms engaged to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives assistance in connection with the Debt Financing. The Buyer shall (whether or not the transactions are consummated or this Section 5.1(dAgreement is terminated) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless harmless, the CompanySeller and its Affiliates, its subsidiaries including the Transferred Entities, and their respective officersRepresentatives (the “Seller Related Parties”), directors, employees and Representatives from and against any and all lossesLosses imposed on, damagessustained, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent directly or indirectly, relating to, arising out of, resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with any and all of the Company’s obligations under matters contemplated by this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations 7.12. Any information provided pursuant to this Section 5.1(d)7.12 shall be subject to the Confidentiality Agreement, provided that each Debt Financing Source (and their respective employees, officers, agents and advisors) shall, to the extent not already the case, be eligible to receive information as a “Representative” as defined in, and subject to the terms and conditions of, the Confidentiality Agreement. This Section 7.12(c) shall survive the Closing (and any Deferred India Closing) or earlier termination of this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, ▇▇▇▇▇ expressly acknowledges and agrees that none of ▇▇▇▇▇’s obligations hereunder are conditioned in any manner upon the Buyer obtaining any Debt Financing.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective Time, the Company, the Company Subsidiaries and the System Financing Entities shall, and shall use their reasonable best efforts to cause its subsidiaries their Representatives to, provide all customary cooperation, including provision of customary financial information, that is reasonably requested by Parent or Merger Sub in connection with any third-party debt financing obtained by Parent or Merger Sub for the purpose of financing the Merger and its any transaction related thereto, including the refinancing of any debt of Parent, Merger Sub, the Company, any Company Subsidiary or any System Financing Entity in connection therewith (it being understood that the receipt of any such debt financing is not a condition to the Merger); provided, however, that (i) no such cooperation shall be required under this Section 6.14(a) or Section 6.14(b) to the extent it would (A) unreasonably disrupt the conduct of the Company’s business, (B) require the Company, the Company Subsidiaries or the System Financing Entities to incur any fees, expenses or other liability prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified, (C) cause any representation or warranty of the Company in this Agreement to be breached (unless such breach is waived by Parent and Merger Sub), (D) cause any condition to Parent’s or Merger Sub’s obligation to consummate the Merger to fail to be satisfied or otherwise cause any breach of this Agreement by the Company (unless such failure or breach is waived by Parent and Merger Sub) or (E) be reasonably expected to cause any director, officer or employee of the Company, any Company Subsidiary or any System Financing Entity to incur any material personal liability and (ii) except to the extent otherwise contemplated hereby, the Company, the Company Subsidiaries and the System Financing Entities shall not be required under this Section 6.14(a) or Section 6.14(b) to execute any credit or security documentation or similar agreement, or amendment thereof, that is operative prior to the Effective Time. (b) Subject to the proviso in Section 6.14(a), the Company, the Company Subsidiaries and the System Financing Entities shall, and shall use their respective officers, directors, employees and reasonable best efforts to cause their Representatives to, cooperate with Parent and Merger Sub (in good faith each case, to implement any necessary, appropriate or desirable arrangements the extent reasonably requested by Parent) in connection with (i) the Company’s replacement, backstopping or amendment, as of the Effective Time, of outstanding financial guaranties, letters of credit, letters of guaranty, surety bonds and its subsidiaries credit facilitiesother similar instruments and obligations of the Company and the Company Subsidiaries, indentures including granting any waivers in respect thereof, (ii) the satisfaction, unwind, amendment or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactionsrolling over, including, without limitation, the repayment of indebtedness underin each case as of, and termination conditioned upon the occurrence of, the Company’s credit facilities upon Closing Effective Time, of derivative financial instruments or arrangements (including the Capped Call Transactions and any Debt Offersother swaps, or similar transactions in connection with caps, floors, futures, forward contracts and option agreements) and (iii) the Company’s debt securitiesamendment, replacement, modification, waiver of terms, refinancing, repayment, redemption and satisfaction and discharge, in each case, so long to be effective as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance Effective Time, of any Indebtedness of the Company or any Company Subsidiary in connection with the transactions contemplated hereby; provided that with respect to any amendment, modification or waiver of any of the foregoing, Parent (or a subsidiary of Parent) will all communications with lenders, creditors, counterparties and agents and representatives thereof prior to the Effective Time shall be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of conducted jointly by the Company (or the “applicable Company Notes”Subsidiary or System Financing Entity), the consummation Parent and Merger Sub (or their respective designated Representatives); provided, father, that completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments transactions described in the foregoing clauses (i) through (iii) is not a condition to the terms and provisions of the applicable indenture, as are specified, from time to time, by Merger. Parent in consultation with shall reimburse the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted for any out-of-pocket expenses incurred by the terms of such Company Notespursuant to this Section 6.14(b). (c) On the date that is fifteen (15) Business Days prior to the expected Effective Date (as determined by Parent, the applicable indentures acting reasonably and applicable Lawin good faith, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted notified to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer twenty (collectively, the “Debt Offer Documents”20) a reasonable period of time Business Days in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parentexpected Effective Date). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute deliver to Parent a supplemental indenture to notice setting forth all Indebtedness of the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company Subsidiaries and the System Financing Entities as of such date and any other Indebtedness expected to be incurred by any of the Company, the Company Subsidiaries or the System Financing Entities on or prior to the Effective Date. If requested in writing by the Parent at least ten (10) Business Days prior to the Effective Time, the Company, the Company Subsidiaries and the System Financing Entities shall use reasonable best efforts to deliver to Parent and Merger Sub at least three (i3) deliver and Business Days prior to cause counsel for the Effective Time a customary payoff letter (executed by the lenders (or agents therefor) under the applicable Indebtedness) with respect to any Indebtedness of the Company, any of the Company to deliver, customary legal opinions, Subsidiaries or any of the System Financing Entities designated for repayment by Parent in such written request delivered by Parent to the extent such opinions would not conflict with Applicable Law Company (the “Repaid Indebtedness”). The Company, the Company Subsidiaries and would be accurate the System Financing Entities shall use reasonable best efforts to facilitate the termination and repayment in light full of all obligations under the Repaid Indebtedness, and the release of any liens and termination of all guarantees in connection therewith, at, and subject to the occurrence of, the Effective Time; provided that actual repayment of the facts and circumstances at the time delivered and (ii) cause Repaid Indebtedness shall only be required if the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company Subsidiaries and their fees the System Financing Entities shall have on hand or shall have received from Parent the funds necessary to pay in full such obligations. Parent shall reimburse the Company, the Company Subsidiaries and the System Financing Entities for any out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request incurred by the Company, reimburse any of the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs Subsidiaries or any of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such System Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information Entities pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d6.14(c).

Financing Cooperation. (a) Buyer shall use, and cause its Affiliates to use, its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, including using commercially reasonable efforts to (i) During maintain in effect the period from Debt Commitment Letter in accordance with the date of this Agreement terms and subject to the Effective Timeconditions thereof, (ii) satisfy all conditions and covenants applicable to Buyer in the Company shallDebt Commitment Letter, (iii) negotiate and enter into all definitive agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letter, (iv) satisfy all conditions to such definitive agreements that are applicable to Buyer and consummate the Debt Financing at or prior to the Closing, including using its (or causing its Affiliates to use) reasonable best efforts to cause SVB to fund the Debt Financing, (v) enforce its rights under the Debt Commitment Letter in the event of a material breach thereof by the debt financing provider(s) thereunder (provided that Buyer shall cause not be required to commence any Action against such debt financing provider) and (vi) comply with its subsidiaries obligations under the Debt Commitment Letter. (b) Buyer shall keep Seller informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and their respective officersprovide to Seller copies of all executed definitive documents related to the Debt Financing. Without limiting the generality of the foregoing, directorsBuyer shall give Seller prompt (and in any event, employees and Representatives towithin two (2) Business Days) Written notice: (i) of any default or breach (or any event that, cooperate in good faith with or without notice, lapse of time or both, would reasonably be expected to implement give rise to any necessarydefault or breach) by any party to the Debt Commitment Letter or definitive document related to the Debt Financing of which Buyer or its Affiliates becomes aware, appropriate or desirable arrangements in connection with (ii) of the Company’s and its subsidiaries credit facilities, indentures receipt of any Written notice or other documents governing or relating to indebtedness communication from any Person with respect to any financing matters (A) actual or potential default, breach, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Transactions, including, without limitation, Debt Financing of any provisions of the repayment of indebtedness underDebt Commitment Letter or any definitive document related to the Debt Financing or (B) dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive document related to the Debt Financing, and termination of, (iii) if for any reason Buyer has determined in good faith that it will not be able to obtain all or any portion of the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with Financing on the Company’s debt securitiesterms, in each casethe manner or from the sources contemplated by the Debt Commitment Letter. As soon as reasonably practicable, so long as the effectiveness but in any event, within three (3) days following delivery by Seller to Buyer of such arrangements is conditioned upon the consummation Written request therefor, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (i), (ii) or (iii) of the Mergerimmediately preceding sentence. (c) Buyer shall not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Debt Commitment Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Debt Financing contemplated in the Debt Commitment Letter to an aggregate amount less than $30,000,000, (ii) In furtherance imposes new or additional conditions or otherwise expands, amends or modifies any of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject conditions to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents Financing in a form as reasonably requested by Parent; provided that manner adverse to Buyer or the amendments effected by such supplemental indentures shall be conditioned uponTarget Companies, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising amends or modifies any other term of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials Letters in connection therewith, (B) assisting with a manner that would reasonably be expected to delay or prevent the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger Closing or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything adversely impacts the ability of Buyer to enforce its rights against the other parties to the contrary Debt Commitment Letter. Any reference in this Section 5.1(d), the Company shall not be required Agreement to (x) enter into any “Debt Financing” shall include the financing contemplated by the Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger Letters as amended or modified in compliance with this Section 6.19(c), and (y) disclose any information pursuant to “Debt Commitment Letter” shall include such document as amended or modified in compliance with this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d6.19(c).

Financing Cooperation. (ia) During Buyer shall use its reasonable best efforts to timely obtain the period from Financing, including in such a manner so as to timely satisfy the date of condition contained in Section 7.3(h) hereof. In the event that the financing under the Indebtedness Commitment Letter is not made available to Buyer so as to enable Buyer to proceed with the transactions contemplated by this Agreement in a timely manner, Buyer shall use its reasonable best efforts to obtain alternate financing on terms not less favorable in any material respect than those set forth in the Effective TimeIndebtedness Commitment Letters, which alternate financing would not materially delay the consummation of the transactions contemplated by this Agreement. In no event shall the amount of equity financing for the Purchase Price be less than that contemplated by the Equity Commitment Letter and at least $300 million of Buyer's financing of the Purchase Price shall be provided by the THL Fund or its limited partners, or investors affiliated with the THL Fund. (b) Sellers shall cause the Company shall, and shall cause its subsidiaries and its Subsidiaries and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements provide all necessary cooperation reasonably requested by Buyer in connection with the Company’s arrangement of, and the negotiation of agreements with respect to, the Financing (and any replacements or refinancing thereof), including by making available to Buyer and such lenders and their representatives, personnel (including for participation in road shows) documents and information of the Company and its subsidiaries credit facilitiesSubsidiaries as may reasonably be requested by Buyer or such lenders and by cooperating with lenders under the Commitment Letters. (c) In the event Buyer is required to deliver or cause to be delivered pursuant to the terms of the Commitment Letters or the related financing contemplated thereby, indentures or other documents governing actually delivers or relating causes to indebtedness be delivered, a letter or opinion with respect to the solvency, sufficiency of assets, sufficiency of capital or any financing matters similar or related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesstatus, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase Buyer or exchangeany of their respective Subsidiaries, and conduct consent solicitations with respect to, any then Buyer shall (at Buyer's expense) cause such letter or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts opinion to (i) deliver and be delivered to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered Sellers and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with contain a statement that the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it Sellers may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment rely on such letter or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers opinion as though such letter or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 opinion had been addressed to the Company and Parent 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 violating Applicable Law or jeopardizing such privilegeSellers. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Financing on the terms and conditions described in the Financing Commitments (or on terms no less favorable to Parent and Merger Sub with respect to the conditionality and amount thereof), including to commence an action for specific performance to obtain the Financing. Each of Parent and Merger Sub shall use its reasonable best efforts (i) During to maintain in effect the period Financing Commitments and to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter (or on terms no less favorable to Parent and Merger Sub), (ii) to satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control, (iii) upon satisfaction of such conditions, to consummate the Financing at or prior to the Acceptance Date (with respect to amounts required to consummate the Offer) and the Closing (with respect to amounts required to consummate the Merger and make other payments due at such time in accordance with the terms hereof), and (iv) to comply with its obligations under the Financing Commitments. (b) Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Financing and, upon request, provide to the Company copies of the material definitive documents for the Financing and shall give the Company prompt notice: (i) of any breach of any material provisions of any of the Financing Commitments or definitive document related to the Financing by any party to any Financing Commitments or definitive document related to the Financing of which it has actual knowledge; (ii) of the receipt of any written notice or other written communication from a financing source for the Financing with respect to any actual or potential breach, default, termination or repudiation by any party to any Financing Commitments or any definitive document related to the Financing or any material provisions of the Financing Commitments or any definitive document related to the Financing; and (iii) of the occurrence of an event or development that Parent or Merger Sub expects to have a material and adverse impact on the ability of Parent or Merger Sub to obtain all or any portion of the Financing contemplated by the Financing Commitments on the terms, in the manner or from the date of this Agreement sources contemplated by the Financing Commitments or the definitive documents related to the Financing. (c) Prior to the Effective Time, the Company shall, and the Company shall use its reasonable best efforts to cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith provide to implement any necessary, appropriate or desirable arrangements Parent and Merger Sub all cooperation that is reasonably requested by Parent and that is customary in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, includingarrangement of debt financings in acquisition transactions. Such cooperation shall include, without limitation, the repayment of indebtedness under(i) furnishing Parent, Merger Sub and termination of, the Company’s credit facilities upon Closing their Financing sources as promptly as practicable with financial and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow pertinent information regarding the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions Subsidiaries as may be reasonably requested in writing by Parent and identifying any portion of such information that constitutes material non-public information, (provided such documents will not take effect until ii) in each case, upon reasonable notice and in reasonably convenient locations, making senior management of the Company available to participate in a reasonable number of meetings, presentations and due diligence sessions with prospective lenders in connection with the Financing, (iii) taking all corporate actions, subject to and only effective upon the occurrence of the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon permit the consummation of the Merger or (y) disclose any information pursuant Financing and to this Section 5.1(d) permit the proceeds thereof to be made available to the extent that Surviving Corporation immediately after the Effective Time, and (Aiv) otherwise taking actions within its control to cooperate in satisfying the conditions precedent set forth in the reasonable good faith judgment of the Company, Debt Commitment Letter or any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or definitive document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 related to the Company and Parent 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 violating Applicable Law or jeopardizing such privilegeFinancing. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (i) During the period from the date of this Agreement Prior to the Effective TimeClosing, the Company Parties shall, and shall cause its subsidiaries and their respective Subsidiaries to, use commercially reasonable efforts to cause its and their respective officers, directors, employees managers, employees, consultants, counsel, accounts, agents and Representatives other representatives to, reasonably cooperate in good faith to implement a timely manner in connection with any necessary, appropriate financing (or desirable arrangements refinancing or any amendment or waiver in respect of the Company Credit Agreement) arrangement the Parties may seek in connection with the Company’s Transactions (it being understood and its subsidiaries credit facilities, indentures or other documents governing or relating agreed that the decision to indebtedness with respect to seek any such financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary refinancing, amendment or waiver) and the terms of Parent) will be permitted, any such financing (or refinancing or any amendment or waiver in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (Credit Agreement) shall be subject to the “Company Notes”Parties’ mutual agreement), including (i) by providing such information and assistance as the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, Party may reasonably request (including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” providing such financial statements and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted other financial data relating to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by ParentSubsidiaries). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports granting such access to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries Parties and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions representatives as may be reasonably requested (provided such documents will not take effect until the Effective Time) necessary for their due diligence, and (Diii) deliveringparticipating in a reasonable number of meetings, or procuring the delivery ofpresentations, such informationroad shows, certificatesdrafting sessions, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity due diligence sessions with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount such financing or refinancing efforts or amendment or restatement in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) Credit Agreement (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation direct contact between senior management and other representatives of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent its Subsidiaries at reasonable times and (3) utilize the procedures of a joint defense agreement or implement locations). All such other techniques if the parties determine cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection not unreasonably interfere with the Company’s obligations business and operations of the Parties or their auditors and shall be subject to any limitations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant applicable Law and to this Section 5.1(d)any applicable COVID-19 Measures.

Financing Cooperation. (i) During the period from the date of this Agreement Prior to the Effective TimeClosing, the Company shalland Merger Sub shall provide, and shall cause its subsidiaries and its and their respective officers, directors, employees Subsidiaries and Representatives toto provide, cooperate in good faith to implement any necessary, appropriate or desirable arrangements cooperation in connection with the arrangement and consummation of any Financing or filing of any registration statement, in each case as may be requested by Parent, including (i) taking all actions necessary to consummate equity financing issued by the Company’s and its subsidiaries credit facilities, indentures including by causing the Company to issue equity securities, or agree to issue equity securities (provided that neither the Company nor Merger Sub shall be obligated to take any such action that is not conditioned upon the occurrence of Closing), (ii) furnishing any financial data or other documents governing information of the type required or relating to indebtedness with respect to any financing matters related to customarily included in a registration statement on Form S-1 for non-reporting companies or by Regulation S-X and Regulation S-K under the Transactions, including, without limitation, the repayment 1933 Act for registered offerings of indebtedness underequity securities at such time, and termination ofof the type and form customarily included in offering documents for an offering of equity securities that is registered with the SEC, (iii) furnishing other documents and information regarding the Company’s credit facilities upon Closing and any Debt Offers, Company or similar transactions its Subsidiaries required or requested in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution delivery of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewithcustomary negative assurance opinion, (Biv) assisting with the preparation of any portion customary offering documents or memoranda, prospectuses and similar documents and to be used in connection with any Financing, (v) causing the Company’s auditors to deliver drafts of customary comfort letters, including as to customary negative assurances and change period, confirming that such auditors are prepared to issue any such comfort letter requested in connection with any financing, and obtaining consents of the disclosure Company’s auditors for use of their reports in relation any materials relating to any Financing and to be named as experts in connection with any filings pursuant to the Financing Transaction that relates to the Merger Securities Act or the Transactions Exchange Act, and (including any historical and pro forma financial information and operational data), (Cvi) executing and delivering any pledge and security document(or obtaining from its advisors), guaranteescustomary certificates, indentures, legal opinions or other definitive financing documents, and other certificates or documents and legal opinions instruments relating to other matters ancillary to any Financing as may be reasonably requested by the Parent therewith; provided, that nothing herein shall require such cooperation to the extent it would materially and unreasonably interfere with the business or operations of the Company. Neither Company nor Merger Sub shall be required to take any such action that would subject them to liability, to pay any commitment or other similar fee or make any other payment (other than costs that will be reimbursed by Parent, provided such documents will not take effect until expense reimbursement invoices are supported by reasonable documentation of the Effective Timeexpenses set forth therein) and (D) deliveringor incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, or procuring in each case prior to the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect Closing. The Company hereby consents to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs use of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives logos in connection with this Section 5.1(d) (including such Financing Transaction)any financing. (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective Time, the Company shallSeller shall use its reasonable best efforts, and shall cause its subsidiaries each of the Sale Entities to use their reasonable best efforts, and its and each of them shall use their reasonable best efforts to cause their respective officersrepresentatives to use their reasonable best efforts, directorsto provide customary cooperation, employees and Representatives toto the extent reasonably requested by Buyer in writing, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and offering, arrangement, syndication, consummation, issuance or sale of any Financing or Alternative Financing obtained in accordance with this Section 5.13 (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, the Sale Entities or any of its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the TransactionsAffiliates), including, without limitationto the extent so requested, using reasonable best efforts to: (i) furnish promptly to Buyer the repayment of indebtedness under, Financing Information and termination of, such other financial information regarding the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions Sale Entities as is reasonably requested by Buyer in connection with the Company’s debt securitiesFinancing 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, (b) The actions contemplated in this Section 5.13 with respect to the Financing do not and shall not (i) require such cooperation from Seller or the Sale Entities to the extent it would require Seller, the Sale Entities, any of its or their respective Subsidiaries, or any of its or their respective directors, officers, employees or stockholders (“Representatives”), to incur any monetary liability, pay any fees, reimburse any expenses, or provide any indemnity, in each case, so long as prior to the effectiveness Closing that is not contingent on the Closing or for which Buyer is not obligated to reimburse or indemnify Seller, the Sale Entities or their Subsidiaries under this Agreement, or take any actions that would cause Seller, the Sale Entities or any of such arrangements is conditioned upon their Subsidiaries to breach this Agreement or become unable to satisfy a condition to the consummation of the Merger. Closing, (ii) In furtherance involve any binding commitment or agreement by Seller, the Sale Entities, any of their Subsidiaries, or any of its or their Representatives (other than customary authorization and representation letters and other than other actions by officers or directors continuing employment with Buyer following the foregoing, Parent (or a subsidiary of Parent) will be permittedClosing that, in consultation with the Companycase of such other actions, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned are contingent upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments would not be effective prior to the terms Closing) which commitment or agreement is not conditioned on the Closing and provisions does not terminate without liability to Seller, the Sale Entities, any of their Subsidiaries, or any of its or their Representatives upon the termination of this Agreement, (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 and solely on behalf of the applicable indentureSale Entity (and not in any personal capacity), as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”B) and which are permitted by the terms of if such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered Person reasonably believes in good faith by Parent). Subject to the receipt that any representation, warranty or certification contained therein is not true or (C) if such Person reasonably believes in good faith that execution or delivery of the requisite holder consentssuch document or instrument could result in personal liability, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by (iv) require such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, cooperation to the extent such opinions it would not unreasonably interfere with the operations of the Sale Entities or create a material risk of damage or destruction to any material property or assets of the Sale Entities or any of their Subsidiaries, (v) require Seller. the Sale Entities, any of their Subsidiaries, or any of its or their Representatives to be the issuer of any securities or issue any offering document prior to Closing, (vi) require Seller, the Sale Entities, any of their Subsidiaries, or any of its or their respective Representatives to provide any information the disclosure of which is prohibited by applicable law or Contract, (vii) require Seller, the Sale Entities, any of their Subsidiaries, or any of its or their respective Representatives to take any action that will conflict with Applicable Law or violate the Organizational Documents of such person or any (c) Buyer shall, promptly on request by Seller, reimburse Seller for all reasonable and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and documented out-of-pocket expenses will be paid directly costs incurred by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitationSeller, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment Sale Entities or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers their Affiliates (or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable representatives) in connection with the structuringcooperation required by Section 5.13(a) and shall indemnify and hold harmless Seller from and against any and all losses suffered or incurred by Seller, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations the Sale Entities or their Affiliates in connection with the Financing Transaction arrangement of the Financing, any action taken by them at the request of Buyer or its representatives pursuant to this Section 5.13 and preparing materials any information used in connection therewith. (d) The Parties acknowledge and agree that the provisions contained in this Section 5.13 represent the sole obligation of Seller. the Sale Entities and their Subsidiaries, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical Affiliates and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity Representatives with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives cooperation in connection with this Section 5.1(d) the arrangement of any financing (including the Financing) to be obtained by Buyer with respect to the Contemplated Transactions, and no other provision of this Agreement shall be deemed to expand or modify such Financing Transaction). obligations. In no event shall the receipt or availability of any funds or financing (ivincluding the Financing) by Buyer any of its Affiliates or any other financing or other transactions be a condition to any of Buyer’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 5.1(d)Agreement, the Company Sale Entities’ breach of any of the covenants required to be performed by it under this Section 5.13 shall not be required to (x) enter into any Financing Transaction prior to considered in determining the Effective Time that is not conditioned upon the consummation satisfaction of the Merger condition set forth in Section 6.3, unless such breach is the primary cause of Buyer being unable to obtain the proceeds of the Financing at the Closing. (e) All non-public or (y) disclose otherwise confidential information regarding the Sale Entities or any information of their Affiliates obtained by Buyer or its representatives pursuant to this Section 5.1(d5.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Buyer shall be permitted to disclose such information to (i) the Financing Parties subject to their confidentiality obligations under the Debt Commitment Letter and the Definitive Agreements, (ii) to potential Financing Parties to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that necessary and consistent with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) customary practices in connection with the Company’s obligations under this Section 5.1(dFinancing subject to customary confidentiality arrangements (including through customary “click through” arrangements or customary provisions of the Definitive Agreements), except and (iii) otherwise, to the extent necessary and consistent with customary practices in connection with the event that such lossFinancing, damage, claim, cost or expense arises out of or results from subject to customary confidentiality arrangements reasonably satisfactory to the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).Sale Entities. 66

Financing Cooperation. (a) Buyer shall: (i) During 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, advisable or desirable, to (A) satisfy the period from conditions of the date Commitment Letter that are within its control, (B) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter and (C) obtain at the Closing the debt financing contemplated by the Commitment Letter (the “Debt Financing”); and (ii) not amend, modify or terminate, or agree to amend, modify or terminate, the Commitment Letter without the prior written consent of the Designated Representative if such amendment, modification or termination would materially delay the Closing or materially and adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement Agreement; provided, however, that if funds in the amounts and on the terms set forth in the Commitment Letter become unavailable to Buyer on the terms and conditions set forth therein, Buyer shall use its commercially reasonable efforts to obtain alternative debt financing (the “Alternative Financing”) to the Effective Timeextent available in amounts and otherwise on terms and conditions no less favorable in the aggregate to Buyer than as set forth in the Commitment Letter; provided, that if Buyer proceeds with Alternative Financing, it shall be subject to the same obligations as set forth in this Section 5.14(a) with respect to the Debt Financing and the MBS Parties shall be subject to the same obligations as set forth in Section 5.14(b) with respect to the Debt Financing. Buyer shall keep the MBS Parties apprised of material and adverse developments relating to the Debt Financing and shall promptly notify the MBS Parties if the Debt Financing becomes unavailable in the manner contemplated in the Commitment Letter. Buyer shall provide to the MBS Parties copies of any commitment letter associated with a replacement Debt Financing or Alternative Financing as well as any amendment or waiver of any debt commitment letter (including the Commitment Letter) that is permitted hereunder. (b) At Buyer’s sole expense, the MBS Parties shall cause the Company shalland its Subsidiaries to, and shall use their reasonable best efforts to cause its subsidiaries and its and their the respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”)and each of its Subsidiaries to, the consummation provide to Buyer all cooperation reasonably requested by Buyer that is necessary or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, reasonably required in connection with the Debt Offer Financing, including the following: (collectively, the “Debt Offer Documents”i) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use using reasonable best efforts to cause the Company’s senior officers and other Representatives to participate in meetings, presentations, road shows, due diligence sessions (i) deliver including accounting due diligence sessions), drafting sessions and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict sessions with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and rating agencies; (ii) assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Debt Financing; (iii) using reasonable best efforts to assist with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement and other definitive financing documents on terms satisfactory to Buyer, or other certificates, or documents as may be reasonably requested by Buyer, provided that no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective until the Closing; (iv) using reasonable best efforts to facilitate the pledging of collateral, provided that no pledge shall be effective until the Closing; (v) using reasonable best efforts to furnish on a confidential basis to Buyer and its financing sources, as promptly as practicable, financial and other pertinent information regarding the Company as may be reasonably requested by Buyer; (vi) providing (a) U.S. GAAP audited consolidated balance sheets and related statements of earnings, comprehensive income, shareholders’ equity and cash flows, for the most recent fiscal year ended at least 90 days prior to the Closing Date, (b) U.S. GAAP unaudited consolidated balance sheets and related statements of earnings, comprehensive income and cash flows for each subsequent fiscal month ended at least 30 days before the Closing Date; (vii) using reasonable best efforts to cause the Company’s independent accountants to provide cooperate with and assist Buyer in preparing customary consents and appropriate information packages and offering materials as prospective lenders may reasonably request for use of their reports to the extent required in connection with the offering and/or syndication of debt securities, loan facilities and other matters contemplated by the Debt Financing; (viii) reasonably cooperating with any field exam or audit work in respect of the accounts receivable and inventory assets of the Company and its Subsidiaries; and (ix) providing Buyer and any provider of the Debt Offers. The dealer managerFinancing with all documentation and information required under applicable know your customer and anti-money laundering policies, solicitation agentrules and regulations; provided, information agentthat Buyer shall indemnify, depositary defend and hold harmless the MBS Parties, the Company, its Subsidiaries and the respective directors, officers, employees and representatives of each of the foregoing from and against any liability or other agent retained obligation to providers of the Debt Financing in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing TransactionFinancing, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials any information provided in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect that, notwithstanding anything in this Agreement to clauses the contrary, until the Closing occurs, neither the Company nor any of its Subsidiaries shall (A) through be required to pay any commitment or other fee related to the Debt Financing, (B) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing or (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts be required to (1) obtain the required consent of incur 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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) liability in connection with the Company’s obligations under Debt Financing, and in no event shall any of the fees and expenses referred to in this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)5.14 constitute Transaction Expenses.

Financing Cooperation. (a) ▇▇▇▇▇ acknowledges and agrees that obtaining the Debt Financing is not a condition to Closing and that the consummation of the Closing shall not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) the Debt Financing. (b) From the date hereof until the earlier of the Closing Date (or, in the case of the Consent NewCos with respect to an applicable Delayed Consent Subsidiary to the extent that lender commitments under Definitive Financing Agreements with respect to the payment of the corresponding Delayed Consent Subsidiary Purchase Price are in effect, the earlier of the Delayed Consent Deadline and consummation of the transfer of such Delayed Consent Subsidiary pursuant to the terms of Section 2.7) and the termination of this Agreement in accordance with its terms, the Sellers, the Consent NewCos and Acquired Companies shall use their commercially reasonable efforts to, and shall use their commercially reasonable efforts to cause their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors and other advisors and representatives to, provide to Buyer, at Buyer’s sole cost and expense and in each case upon Buyer’s reasonable written request, all cooperation necessary, customary, proper and advisable in connection with the arrangement and consummation of the Debt Financing on a timely basis, but in any event no later than the time the Closing is required to occur pursuant to Section 2.2 (or, with respect to any Delayed Consent Subsidiary, the date of consummation of transfer of such Delayed Consent Subsidiary pursuant to the terms of Section 2.7, as applicable), on the terms and conditions (including, to the extent required, the full exercise of any “flex” provision in any Debt Fee Letter) set forth in the Debt Commitment Letters (or, with respect to any Delayed Consent Subsidiary, set forth in the applicable Definitive Financing Agreement(s)), which shall include: (i) During upon reasonable prior written notice, causing the period from Sellers’ or the Acquired Companies’ senior officers with appropriate seniority and expertise to participate in a reasonable number of meetings, presentations, sessions with rating agencies or other customary syndication activities at times and locations to be mutually agreed (it being understood and agreed that such meeting may be conducted telephonically and/or virtually); (ii) assist with the preparation of customary materials for bank information memoranda and similar marketing documents (including authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Companies or their securities for the purposes of United States federal securities laws) reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any Debt Financing Source to the extent reasonable and customary; in each case in this clause (ii): (A) subject to customary confidentiality provisions and disclaimers and (B) limited to information to be contained therein with respect to the Acquired Companies; (iii) furnish Buyer and the Debt Financing Sources with such business and other material information relating to the Acquired Companies as may be reasonably requested by Buyer, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (iv) provide reasonable assistance in the preparation and, subject to the limitations set forth herein, execution of the Definitive Financing Agreements, including (A) executing and delivering by officers of the Acquired Companies that are remaining in such position following the Closing, effective only on or after the Closing, of any credit agreements, guarantees, pledge and security documents, other definitive financing documents or other certificates or documents contemplated by the Financing or to evidence by delivery of customary payoff letter(s), loan party release(s) and/or lien release documentation, as applicable, the payment and/or discharge, as applicable, of prior financings and for the funded Indebtedness for borrowed money of the Acquired Companies evidenced by the agreement(s) listed on Section 8.8(b)(iii) of the Company Disclosure Letter, hedging agreements reasonably requested by Buyer and otherwise facilitating the pledging of, and creation and perfection of the security interests in the collateral (including taking actions reasonably necessary to permit the Debt Financing Sources to evaluate the Acquired Companies’ current assets for the purpose of establishing collateral arrangements required to be established as of the Closing under the Debt Commitment Letter) contemplated by the Debt Financing; and (B) (1) following the date of this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related Real Properties other than Delayed Consent Properties and (2) following receipt of the applicable Delayed Consent with respect to any Delayed Consent Properties, obtaining such consents, acknowledgements, authorizations, approvals and instruments reasonably requested by Buyer to permit the consummation of the Financing; and (C) assisting with the preparation of schedules and exhibits thereto or other customary informational requirements (including assistance with any applicable flood zone determinations) relating to the TransactionsAcquired Companies as are reasonably requested by ▇▇▇▇▇, includingit being understood that all such agreements, without limitationcertificates and documents will not take effect until upon or after the Closing; (v) obtain, the repayment execute and deliver customary evidence of indebtedness underauthority, and termination ofcustomary officer’s certificates, the Company’s credit facilities upon Closing and any Debt Offerscustomary solvency certificates, or similar transactions in connection with the Company’s debt securitiescustomary insurance certificates, in each case, so long as reasonably requested by ▇▇▇▇▇ and the effectiveness of such arrangements is conditioned upon the consummation Debt Financing Sources to be effective only as of the Merger.Closing or thereafter (provided, however, that no officer who is not remaining in such position following the Closing shall be obligated to execute any certificate or other document contemplated by this clause (iv) in connection with the Debt Financing); (iivi) In furtherance assisting in the taking of all corporate and other organizational actions, subject to the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchangeoccurrence of, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”)effective only after, the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indentureClosing, as are specifiedreasonably necessary to authorize the entry by the Acquired Companies into the Debt Financing after the Closing on the Closing Date (including using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Closing to execute resolutions or consents authorizing such Acquired Companies to enter into the Definitive Financing Agreements); it being understood that no such corporate or other organizational action will take effect prior to the Closing; (vii) provide to Buyer promptly, from time and in any event at least four (4) Business Days prior to timethe Closing Date, all documentation and other information with respect to the Acquired Companies reasonably requested by Parent in consultation with the Company (each, a or on behalf of) its Debt Financing Sources and required by regulatory authorities under applicable “Debt Offerknow your customer” and collectively, the “Debt Offers”) anti-money laundering rules and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Lawregulations, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if anyPATRIOT Act, in connection with the Debt Offer Financing, that has in each case been requested by ▇▇▇▇▇ in writing at least nine (collectively, the “Debt Offer Documents”9) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject Business Days prior to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof Closing Date; and (viii) as described in the applicable Debt Offer documents in a form as may be reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained ▇▇▇▇▇ in connection with the Debt Offers will Financing, but no earlier than immediately prior to the Closing, use commercially reasonable efforts to transfer or otherwise restructure its ownership of the Acquired Companies, properties or other assets, including the formation of new entities, in each case, at Buyer’s sole expense, and only to the extent, and pursuant to documentation that is, reasonably acceptable to the Sellers (provided that no action shall be selected required under this clause (viii) to the extent such action would or could reasonably be expected to (i) cause any breach of, or require any board or investor vote under, the Organizational Documents of any Seller, Consent NewCo or Acquired Company or any of their respective Representatives or Affiliates, (ii) result in a breach of or constitute a default (with or without due notice or lapse of time or both), give rise to any right of termination, cancellation, material modification or acceleration under, or require the consent of or notice to any Contract to which any of the Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives or Affiliates is a party or violate any applicable Law or Permit, (iii) cause any of the Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives to pay any commitment or other fee, give an indemnity or incur any liability (including any Tax liability) or expense, (iv) materially delay, impede or impair the consummation of the transactions contemplated by Parent after consultation with this Agreement, including the Company Closing and Restructuring, (v) adversely impact the qualification of it or any of the Sellers, the Consent NewCos, the Acquired Companies or any of their fees and out-of-pocket expenses will be paid directly by Parentrespective Representatives or Affiliates or direct or indirect owners as a REIT, (vi) result in any adverse Tax consequence for any of the Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives or Affiliates or direct or indirect owners, including any additionalTaxes, or (vii) adversely impact any of the Tax strategies of any of the Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives or Affiliates or direct or indirect owners; provided further that, in the event that no action is required as a result of any of the foregoing subclauses (i) through (vii), the parties shall consider in good faith any potential alternatives to implement the requested actions (subject, in each case, to the foregoing subclauses (i) through (vii)). (iiic) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (includingNotwithstanding the foregoing, without limitationnone of the Sellers, the raising of new financingConsent NewCos, the refinancing Acquired Companies and/or the Companies shall be required to provide, or cause their Affiliates or their or their Affiliates’ respective Representatives to provide, cooperation under Section 8.8 to the extent that it: (i) unreasonably interferes with the ongoing business of existing indebtednesssuch Persons (as determined by the Sellers or the Companies in good faith); (ii) requires (A) any Seller, the retirement, prepayment Consent NewCo or redemption any of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary incur any liability or reasonably desirable obligation in connection with the structuring, marketing and execution Debt Financing or (B) any of the Acquired Companies or their Representatives to incur any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations liability or obligation in connection with the Debt Financing Transaction and preparing materials that is not contingent upon the Closing or to pay any fee or expense in connection therewithwith the Debt Financing prior to the Closing; (iii) requires (A) either of the Sellers or any of their respective Representatives to authorize, execute, deliver, enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing or adopt resolutions or consents approving the Debt Financing or the execution, delivery or performance of the definitive documentation relating thereto or (B) assisting any Acquired Company, or any of their respective Representatives to authorize, execute, deliver, enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing taking effect prior to the Closing (other than as expressly set forth in Section 8.8(b) with respect to customary authorization letter(s)) or adopt resolutions or consents approving the Debt Financing or the execution, delivery or performance of the definitive documentation relating thereto; (iv) requires any of the Sellers, the Acquired Companies or their Representatives to deliver (or cause the delivery) of any legal opinions or comfort or reliance letters; (v) requires any of the Sellers, the Acquired Companies or their Representatives to provide any information that is prohibited or restricted by applicable Law; (vi) requires any of the Sellers, the Acquired Companies or their Representatives to provide access to or disclose information that such Person determines would reasonably be expected to result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege or conflict with any confidentiality obligations applicable to it; (vii) requires the Sellers, the Acquired Companies, or any of their respective Representatives, to take any action that is prohibited or restricted by, or would reasonably be expected to conflict with or violate, its respective Organizational Documents, or would reasonably be expected to result in a violation or breach of, or default, or give rise to a right of termination, under, any Contract to which any such Person is a party or any applicable Law; (viii) would reasonably be expected to result in any Representative of the Sellers, the Consent NewCos or the Acquired Companies incurring personal liability with respect to any matter relating to the Debt Financing or requires any such Representative to deliver any document or certificate that such Representative reasonably believes, in good faith, contains any untrue statement; (ix) requires the Sellers, the Consent NewCos or the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement; (x) causes (or would reasonably be expected to cause as determined by the Sellers or the Companies in good faith) any representation, warranty, covenant or other term in this Agreement to be breached or causes any Closing condition set forth in Article IX to fail to be satisfied or to be impaired or delayed; (xi) requires any Seller, any Consent NewCo, any Acquired Company or any of their respective Representatives to provide any financial (or other) information that (A) is not produced in the ordinary course of business or (B) cannot be produced or provided by (or on behalf of) such Person without unreasonable cost or expense; or (xii) constitutes any investigative procedure that involves intrusive testing or physical damage to any property or other assets of such Person(s). In no event shall any Seller, Consent NewCo, Acquired Company or any of their respective Representatives be required to provide or assist in the preparation of any portion projections or “pro forma” financial statements. In no event shall any of the disclosure Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Sellers, the Companies, their Subsidiaries or any of their respective Affiliates or Representatives) or expense (including legal and accounting expenses) in relation to connection with assisting Buyer in arranging the Debt Financing Transaction that relates to or as a result of any information provided by (or on behalf of) the Merger Companies, their Subsidiaries or any of their respective Affiliates or Representatives in connection with the Debt Financing. (d) None of the representations, warranties or covenants of the Sellers, the Consent NewCos or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may Companies set forth in this Agreement shall be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) deliveringdeemed to apply to, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary deemed breached or desirable (including, without limitationviolated by, any investment of the actions taken (or commercial banks appointed omitted to be taken) by any of the Sellers, the Consent NewCos, the Acquired Companies or any of their respective Representatives at the request of Buyer or its Representatives pursuant to Section 8.8. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in any capacity Section 8.8(b) represent the sole obligation of the Sellers, the Consent NewCos and the Acquired Companies and their respective Representatives with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives cooperation in connection with this Section 5.1(d) (including such Financing Transaction). (iv) the Debt Financing. Notwithstanding anything to the contrary in this Section 5.1(d)Agreement, any breach by the Sellers, the Company Consent NewCos or Companies or their respective Representatives of any of the covenants required to be performed by them under this Section 8.8 shall not be required to (x) enter into any Financing Transaction prior to considered in determining the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure satisfaction of any such information or document would result condition to Closing set forth in this Agreement, including the loss of attorney-client privilege; provided, further, that with respect condition to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d).

Financing Cooperation. (i) During the period from the date of this Agreement to the Effective Time, the Company shallThe Sellers shall provide, and shall cause its subsidiaries the Companies, Subsidiaries and its and shall request their respective officersrepresentatives (including legal and accounting advisors) to provide, directorsat Buyer’s cost, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements commercially reasonable cooperation in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to arrangement of any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, obtained by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, Buyer in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (Aa) participating participation in meetings and meetings, presentations, road shows, due diligence sessions and sessions with rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, agencies; (Bb) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions materials for rating agency presentations, offering documents, private placement memoranda and bank financing; (including any historical and pro forma financial information and operational data), (Cc) executing and delivering any credit, pledge and security document, guarantees, indenturesdocuments, other definitive financing documents, and or other certificates certificates, legal opinions or documents and legal opinions as may be reasonably requested by Buyer (including a certificate of the chief financial officer of the Companies and Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (provided that no such pledge or security documents will not take effect shall be effective until the Effective TimeClosing); (d) furnishing Buyer and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters its financing sources as promptly as practicable with financial and other documents pertinent information regarding the Companies and Subsidiaries as may be necessary or desirable reasonably requested by Buyer so as to allow Buyer to arrange for the 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 (including, without limitation, any investment or commercial banks appointed in any capacity inclusive) of the UK Companies ▇▇▇ ▇▇▇▇ (UK) with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred giving by any UK Entity of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) financial assistance in connection with the Company’s obligations under this Section 5.1(d), except Debt Financing; (d) requesting the auditor (the “Financial Assistance Auditor”) of any UK Entity referred to in the event 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 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 Companies’ and Subsidiaries’ logos in connection with the Financing; provided that such losslogos 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 the Companies or Subsidiaries and their marks. Notwithstanding the foregoing, damageto 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 UK Entity or any of its directors is required to execute any document in connection with the Debt Financing , claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith such resolutions shall be approved by the Company or its subsidiaries in fulfilling their obligations pursuant 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 this Section 5.1(d)sign any such document for such purpose.

Financing Cooperation. (ia) During The Purchasers acknowledge and agree that, other than the period from the date of obligations expressly set forth in this Agreement to the Effective TimeSection 5.20, the Company shall, and shall cause its subsidiaries Seller and its and Affiliates have no responsibility for any Third Party Financing that the Purchasers or their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements Affiliates may raise in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation contemplated hereby. Each of the MergerPurchasers and Seller acknowledges and agrees that the Purchasers’ respective obligations to consummate the transactions contemplated hereby is not subject to a financing condition under Article VI or otherwise. (iib) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, Prior to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditionsDate, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company Seller shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants its Subsidiaries to provide to Carlyle Buyer, at Carlyle Buyer’s sole expense, cooperation reasonably requested by Carlyle Buyer that is customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation arrangement of the Third Party Financing (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and their fees and its Subsidiaries); provided that, no obligation of the Company or its Subsidiaries under any agreements or amendments related to the Third Party Financing shall be effective until the Closing. Carlyle Holdings shall promptly, upon request by Seller, (i) reimburse the Company for all out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including including, to the extent incurred at the request or with the consent of Carlyle Buyer (not to be unreasonably withheld), reasonable and documented attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such accountants’ costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input taxexpenses) incurred by the Company or its subsidiaries or their respective representatives Subsidiaries in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation cooperation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent its Subsidiaries contemplated by this Section 5.20 and (3ii) 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless Seller, the Company, its subsidiaries Subsidiaries and their respective officers, directors, employees and Representatives 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 Third Party Financing, any type (other than action taken by them at the request of Carlyle Buyer pursuant to this Section 5.20 and any information used in connection therewith, in each case, except to the extent resulting that any of the foregoing arise from (x) the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or the Company or (y) information provided by, or on behalf of, Seller or the Company. In no event shall Fortitude Re be an obligor under or guarantor of any Third Party Financing. (c) Notwithstanding anything to Parent the contrary contained in writing by this Section 5.20, (i) none of the Company, its Subsidiaries or any of their respective managers, directors or officers shall be obligated to adopt or approve resolutions or execute consents to approve or authorize the execution of the Third Party Financing prior to the Closing, (ii) no obligation of the Company or its subsidiariesSubsidiaries under any agreement, certificate, document or instrument (other than customary authorization letters) shall be effective until the Closing (and nothing contained in this Section 5.20 or otherwise shall require the Company or its Subsidiaries, prior to the Closing, to be an obligor with respect to the Third Party Financing) and (iii) none of the Company or its Subsidiaries or representatives shall be required to (x) pay or incur any liability for any commitment or other fee or (y) pay or incur any other liability (unless the payment or incurrence of such other liability is subject to the indemnity contained in clause (b) above) in connection with the Company’s obligations under Third Party Financing prior to the Closing. (d) Nothing in this Section 5.1(d5.20 shall require such cooperation prior to the Closing by the Company to the extent it would (i) cause any covenant of this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement (unless waived by Purchasers), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by (ii) require the Company or its subsidiaries Subsidiaries to take any action that will conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any requirements under Law (in fulfilling each case prior to the Closing), (iii) result in any officer, manager or director of the Company or its Subsidiaries incurring any personal liability with respect to any matters relating to the Third Party Financing, (iv) reasonably be expected to result prior to the Closing (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any material Contract to which the Company or any of its Subsidiaries is a party, (v) require access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or (vi) require the preparation of any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice. (e) No confidential information constituting material non-public information may be publicly disclosed until filed by Seller with the SEC or otherwise publicly disclosed by Seller; provided, that at the reasonable request of Carlyle Buyer, and if reasonably consented to by Seller, Seller shall disclose certain material nonpublic information (by (i) filing a Form 8-K with the SEC and (ii) posting such information on Debtdomain, IntraLinks, SyndTrak Online or similar electronic means) identified by Carlyle Buyer relating to the Company and its Subsidiaries for purposes of permitting such information to be included in the marketing materials for the Third Party Financing to be provided to potential investors who do not wish to receive material non-public information with respect to the Company, Seller or any of their obligations pursuant respective securities; provided, that neither Seller nor the Company shall be hereby required to this Section 5.1(d)disclose any information that either of them is not legally or contractually permitted to disclose.

Financing Cooperation. (ia) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company Globe shall use its reasonable best efforts to (i) deliver arrange the Debt Financing on the terms and conditions described in the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letters (the “Financing Agreement”), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Scheme Meeting, and (iii) consummate the Debt Financing no later than the Acceptance Time or the Effective Time, as applicable. In furtherance of the foregoing, Globe shall, and shall cause Acquiror and Sino-American Silicon Products Inc. (“SAS”) to, and Acquiror shall, satisfy all conditions precedent in the Commitment Letters and the Financing Agreement within Globe’s, Acquiror’s or SAS’s control, as applicable. Prior to the Effective Time, Globe shall not, and Acquiror shall not, enter into or accept any loans from any shareholder, including SAS, that are not by their terms subordinated in a manner that satisfies the condition relating thereto provided for in the Commitment Letters. None of the terms of the Commitment Letters (except as contemplated by this Section 5.16) shall be amended, modified or waived after the date hereof in a manner that could reasonably be expected to delay or prevent the consummation of the transactions contemplated hereunder. Notwithstanding the foregoing, Globe shall have the right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Commitment Letters, or enter into other financing arrangements as an alternative to the Debt Financing; provided that Globe shall not enter into any such amendment, supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Commitment Letters, in a manner that would (i) adversely affect the ability of Globe to fund its obligations when due under this Agreement, (ii) adversely affect the ability of Globe to enforce its rights under the terms of the Commitment Letters or the Financing Agreement or (iii) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fees) (unless the Debt Financing is increased by a corresponding amount no later than the date of such amendment, modification or waiver). Subject to the immediately preceding sentence, Globe may amend the Commitment Letters or the Financing Agreement to add additional lenders, arrangers, bookrunners, and agents or in a manner that would not adversely affect the ability of Globe to fund its obligations when due under this Agreement. Globe and Acquiror shall each, and shall each cause counsel for their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Commitment Letters or in the Financing Agreement. (b) In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letters, (A) Globe shall immediately notify the Company and (B) Globe shall use its reasonable best efforts to deliverarrange to obtain any such financing from alternative sources, customary legal opinionson terms that are no more adverse to the Company, as promptly as practicable following the occurrence of such event, including obtaining a new financing commitment letter or financing commitment letters with respect to such alternative Debt Financing (the “New Commitment Letter”; and in the event any such New Commitment Letters are obtained, any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the New Commitment Letter and any reference in this Agreement to the Commitment Letters shall be deemed to include the Commitment Letters (or portions thereof) which are not superseded by a New Commitment Letter at the time in question and the New Commitment Letter to the extent such opinions would not conflict then in effect) and entering into definitive agreements with Applicable Law respect thereto (the “New Financing Agreements”). Globe shall use its reasonable best efforts, and would be accurate in light shall cause its Subsidiaries, to comply with the terms, and satisfy on a timely basis the conditions, of the facts Commitment Letters, any alternative financing commitments, the Financing Agreement or the New Financing Agreement, as applicable, and circumstances at any related fee and engagement letters. Globe shall (x) furnish to the time delivered Company complete, correct and executed copies of the Financing Agreement or the New Financing Agreements, if applicable, promptly upon their execution, (y) give the Company prompt notice of any breach by any party of any of the Commitment Letters, any alternative financing commitment or the Financing Agreement or the New Financing Agreements, as applicable, of which Globe becomes aware or any termination thereof and (iiz) cause otherwise keep the Company reasonably informed of the status of Globe’s efforts to arrange the Debt Financing (or any replacement thereof) and, without limiting the generality of the foregoing, provide the Company prompt notice: (A) if Globe or Acquiror becomes aware that any of the Commitment Letters cease to be in full force and effect and the legal, valid, binding and enforceable obligations of Globe, Acquiror or of the other parties thereto; (B) if any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letters; (C) upon the occurrence of any event or development that Globe or Acquiror expects to, or that would reasonably be expected to, have a material and adverse impact on the ability of Globe or Acquiror to obtain all or any portion of the Debt Financing in the manner or from the sources contemplated in the Commitment Letters or (D) upon receipt of any written notice or other written communication of the refusal or threatened refusal by any party to any Commitment Letter to provide its portion of the Debt Financing contemplated by such Commitment Letter, or any material dispute between or among any parties to, or breach or default by any party to any Commitment Letter or definitive document related to the Debt Financing. (c) From and after the date of this Agreement, the Company’s independent accountants to provide customary consents for use , each of its Subsidiaries and each of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained respective Representatives will provide such cooperation as is reasonably requested by Globe in connection with the Debt Offers will be selected by Parent after consultation with Financing, including (a) causing appropriate officers and employees of the Company and their fees each of its Subsidiaries (i) to be available on a customary basis to meet with prospective lenders, rating agencies and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (includinginvestors in presentations, without limitationmeetings, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings road shows and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewithsessions, (Bii) assisting to assist with the preparation of any portion disclosure documents, offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents in connection therewith (including permitting the use of the disclosure Company’s and its Subsidiaries’ logo therein provided that such logos are used solely in relation a manner that is not intended or reasonably likely to harm the Financing Transaction that relates to the Merger Company or its Subsidiaries’ or the Transactions (including any historical and pro forma financial information and operational datareputation or goodwill thereof), (Ciii) executing to furnish Globe and delivering any pledge its financing sources with financial statements and security document, guarantees, indentures, other definitive financing documents, financial and other certificates or documents pertinent information regarding the Company and legal opinions each Subsidiary, to the extent available and as may be reasonably requested by Globe to consummate the bank financing (including the Debt Financing), (iv) to assist Globe and Acquiror in obtaining customary certificates, pay-off letters, and legal opinions (provided that none of the Company’s outside or internal legal counsel shall be required to deliver any such legal opinion) or other documents, effective as of Effective Time or the Acceptance Time, as applicable, as may be reasonably requested by Globe and Acquiror in connection with the financing, (v) to assist Globe in obtaining any waivers, consents and approvals, effective as of Effective Time or the Acceptance Time, as applicable, from other parties to Contracts and Liens to which the Company or any of its Subsidiaries is a party or by which any of them or their assets or properties are bound or subject, and (vi) to take all other actions reasonably necessary to permit the consummation of the financing (including the Debt Financing) and to satisfy any conditions precedent thereto and (b) assisting Globe and Acquiror in obtaining the cooperation of the independent certified public accountants of the Company and its Subsidiaries to provide assistance to Globe and Acquiror, including (i) providing the consents required under applicable securities laws to the use of their audit reports relating to the Company and its Subsidiaries in a public offering document, (ii) participating in customary due diligence sessions that may be conducted by the underwriters of any securities offering and (iii) providing any necessary “comfort letters” and to prepare and deliver other customary documents will and instruments. Notwithstanding anything to the contrary in this Section 5.16(c), the Company and its Subsidiaries shall not take effect until be required to provide cooperation that unreasonably interferes with the ongoing operations of the Company or its Subsidiaries. All non-public or otherwise confidential information regarding the Company, its Subsidiaries and their businesses obtained by Globe and Acquiror and their financing sources pursuant to this Section 5.16(c) shall be kept confidential in accordance with the Confidentiality Agreement and the provisions of this Agreement, except that Globe and Acquiror shall be permitted to disclose such information to potential sources of capital, arrangers, rating agencies, prospective lenders and investors and their respective employees and Representatives in connection with the Debt Financing so long as such persons agree to be bound by the Confidentiality Agreement; provided that, without limiting the Company’s obligations pursuant to Section 5.7 and Section 5.8, prior to the Effective Time, in no event shall any such information be included or incorporated by reference in any registration statement, prospectus or other document filed by Globe or Acquiror with the SEC. (d) and Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries (Di) deliveringto take any action that would reasonably be expected to conflict with or violate the Company Charter Documents (or equivalent organizational documents of a Subsidiary of the Company) or any applicable Law (including the Singapore Code, where applicable) or result in the breach of any Contract to which the Company or such Subsidiary is a party, (ii) prior to the Effective Time or the Acceptance Time, as applicable, to pay any commitment, similar fee, or procuring other amount, or to reimburse any third party expenses, enter into any agreements, or provide any representations, warranties or indemnities in connection with any such Debt Financing (except to the delivery extent Globe or Acquiror promptly reimburses (in the case of out-of–pocket costs) or provides, in advance, the funding (in all other cases) to the Company or any such informationSubsidiary therefor, certificates(iii) prior to the Effective Time or the Acceptance Time, authorization lettersas applicable, comfort lettersto have, representation letters incur or assume any liability or obligation in connection with the Debt Financing, (iv) to prepare separate financial statements for any Subsidiary of the Company or change any fiscal period, or to prepare any financial reports, statements or analyses that are not prepared by, or reasonably available to, the Company and other documents as may be necessary its Subsidiaries in the ordinary course of business, (v) to provide any projections or desirable (including, without limitation, financial forecasts prepared by the Company or any investment or commercial banks appointed in any capacity of its Subsidiaries with respect to the business and properties of the Company and its Subsidiaries, (vi) to provide access or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any Subsidiary, or that the Company and its Subsidiaries are not otherwise required to provide or disclose pursuant to Section 5.5(b), or (vii) take any corporate action (such as board resolutions or other similar consents of any governing body) in order to approve the Debt Financing, any definitive agreement with respect thereto or any other matter or agreement in connection with the Debt Financing, other than any such corporate action that becomes effective only upon the Effective Time or the Acceptance Time, as applicable. None of the Company, its Subsidiaries or their respective Representatives shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing agreement to be entered into in connection with the Debt Financing Transaction)that is (i) not contingent upon the Closing or that would be effective prior to the Effective Time or the Acceptance Time, as applicable and (ii) not in compliance with, or not permitted by, applicable Singapore laws, including without limitation applicable Singapore laws relating to the provision of financial assistance by a company in connection with or related to the acquisition of its shares. Parent For the avoidance of doubt, nothing in this Section 5.16 shall oblige the directors of the Company to undertake any action or pass any resolution to approve the provision of any financial assistance by the Company in connection with the Debt Financing in contravention of their respective duties under applicable Singapore laws. (e) Each of Globe and Acquiror (x) acknowledges and agrees that, prior to the Effective Time, the Company, its Subsidiaries and their respective Representatives will not have any responsibility for, or incur any liability to any Person under, the Debt Financing that Globe may raise in connection with the transactions contemplated by this Agreement, (y) shall, promptly upon written request by the Company, reimburse the Company for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or Subsidiaries in performing their respective representatives in connection with obligations under this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d)5.16, the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, Company and its subsidiaries Subsidiaries and their respective officers, directors, employees officers and Representatives from and against for any and all liabilities, losses, damages, claims, costs costs, expenses (including attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or expenses investigation), interest, awards, judgments and penalties suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s arrangement of the Debt Financing, or any assistance or activities, or information provided, in connection therewith, including the performance of any obligations under this Section 5.1(d5.16, and that each such Person is intended to be a third-party beneficiary of this Section 5.16(e). (f) Notwithstanding this Section 5.16 or anything in this Agreement to the contrary, except the parties agree and acknowledge that the completion of the Debt Financing or any other financing is not a condition to the consummation of the Acquisition. Each of Globe and Acquiror acknowledges and agrees that the conditions set forth in Article VI, as any of the event that such loss, damage, claim, cost or expense arises out same apply to the obligations of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d5.16, shall automatically be deemed satisfied and any action or omission of the Company, any of its Subsidiaries or any of their Representatives pursuant to this Section 5.16 shall, subject to Section 8.9(c), in no way affect, or present a defense of any kind to, the Company’s rights to consummate this Agreement pursuant to Article VIII, to collect the Globe Termination Fee, or to otherwise enforce its rights pursuant to this Agreement.

Financing Cooperation. (ia) During Prior to the period from Closing, Seller shall provide, shall cause the date Business Subsidiaries to provide, and shall use commercially reasonable efforts to cause its and their respective Representatives to provide such cooperation as is reasonably required and customary in connection with the arrangement of the Financing. Notwithstanding anything in this Agreement to the Effective Timecontrary, (A) none of Seller (at any time) or any of the Company shallBusiness Subsidiaries (prior to the Closing) shall be required to pay any commitment or other similar fee, incur or reimburse any costs or expenses (other than those fees, costs and shall cause its subsidiaries and its and their respective officers, directors, employees and Representatives to, cooperate in good faith to implement expenses promptly reimbursed by Purchaser) or incur any necessary, appropriate other liability or desirable arrangements obligation of any kind in connection with the Company’s and its subsidiaries credit facilitiesFinancing, indentures (B) none of Seller (at any time) or other documents governing or relating to indebtedness with respect to any financing matters related of the Business Subsidiaries (prior to the TransactionsClosing) shall be required to execute, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and enter into or perform any Debt Offersbinding agreement or commitment, or adopt any resolution or otherwise take any corporate or similar transactions action or deliver any certificate, in connection with the Company’s debt securitiesFinancing (other than delivery of customary authorization letters with respect to the Seller and customary representation letters with respect to the Business Subsidiaries, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any Financing consisting of a syndicated credit facility), (C) nothing shall obligate Seller or all of the consent solicitationsany Business Subsidiary to provide, the Company shall execute a supplemental indenture or cause to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned uponprovided, and shall not become operative untilany legal opinion or to provide, the Closing. In connection with or cause to be provided, any such Debt Offersinformation or take, the Company shall use reasonable best efforts or cause to (i) deliver and to cause counsel for the Company to deliverbe taken, customary legal opinions, any action to the extent such opinions would not conflict with Applicable doing so could reasonably be expected to result in (x) a violation of applicable Law or Seller’s or any Business Subsidiary’s organizational documents or any Contract binding on Seller or any of its Subsidiaries or any confidentiality obligations binding on Seller or any of its Subsidiaries or (y) the loss of any attorney-client privilege and would be accurate (D) nothing shall obligate Seller or any Business Subsidiary to provide carve-out financial statements or other carve-out financial information, in light each case whether audited or unaudited, in respect of the facts and circumstances at Business or the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt OffersBusiness Subsidiaries. The dealer managercooperation of Seller and the Business Subsidiaries shall not unreasonably interfere with ongoing operations of Seller or any of its Subsidiaries or otherwise materially impair the ability of any Representative of Seller or any of the Business Subsidiaries to carry out its duties to Seller or any of its Subsidiaries. Purchaser shall promptly, solicitation agentupon request by ▇▇▇▇▇▇, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and reimburse Seller for all reasonable out-of-pocket expenses will be paid directly costs incurred by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, Seller or any of the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable Business Subsidiaries in connection with the structuringcooperation of Seller, marketing the Business Subsidiaries and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with Representatives contemplated by this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company 4.13 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless Seller, the Company, its subsidiaries Business Subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of in connection with (i) the Financing, (ii) any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) used in connection with the Company’s obligations under this Section 5.1(dFinancing (except with respect to written information provided by Seller or any of the Business Subsidiaries specifically for inclusion in offering materials relating to the Financing), except in and (iii) any action taken by any of them at the event that such loss, damage, claim, cost or expense arises out request of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations Purchaser pursuant to this Section 5.1(d4.13, except, in the case of clauses (i) and (iii), to the extent such losses, damages, claims, costs or expenses arose from the gross negligence or willful misconduct of Seller or any of the Business Subsidiaries, as determined in a final, non-appealable judgment of a court of competent jurisdiction. (b) All non-public or otherwise confidential information obtained by Purchaser, its Representatives or its Financing Sources pursuant to this Section 4.13 shall be kept confidential in accordance with the Confidentiality Agreement, except that Purchaser shall be permitted to disclose such information to the Financing Sources, rating agencies and prospective lenders and investors during syndication of the Financing subject to the ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily

Financing Cooperation. (i) During the period from the date of this Agreement Prior to the Effective Time, the Company shall, and shall cause each of its subsidiaries Subsidiaries to, use its reasonable best efforts to provide, upon reasonable request by Parent, such cooperation as is necessary and customary to assist Parent and its affiliates in the preparation and their respective officersconsummation of a potential issuance of equity, directors, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate unsecured debt securities or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesunsecured syndicated bank debt, in each case, so long as for the effectiveness purpose of financing the Merger (the “Financing,” and any banks mandated by Parent or its affiliates for purposes of such arrangements is conditioned upon Financing, the “Lenders”) including by using reasonable best efforts to: (a) provide to Parent or any of its designated Affiliates and the Lenders as promptly as practicable after their written request therefor all customary historical financial and other information of the Company and its Subsidiaries required to be made available for purposes of the arrangement or consummation of the Financing; (b) if requested by Parent in writing, assist Parent or any of its designated Affiliates in the preparation of customary prospectuses and/or offering documents, private placement memoranda and similar marketing documents and ratings agency presentation materials (together the “Marketing Documents”) required in connection with the consummation of the Merger. Financing; and (iic) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, if requested by Parent in consultation writing, cooperate with the Company (each, a “Debt Offer” and collectively, advisors retained by Parent or its Affiliates for the “Debt Offers”) and which are permitted by the terms purpose of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided producing customary pro forma financial information on the Company with and its Subsidiaries under applicable accounting standards and procedures for purposes of inclusion in the necessary offer to purchase, consent solicitation statement, letter of transmittal or press releaseMarketing Documents, if any, required in connection with the Debt Offer consummation of the Financing; provided, in each case, that notwithstanding the foregoing or anything to the contrary provided herein, nothing in this Section 5.15 shall require the Company or any of its Subsidiaries to (collectivelyi) execute prior to the Closing 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 Financing, (ii) take any action that would reasonably be expected to cause any condition to Closing set forth in this Agreement to fail to be satisfied, (iii) take any action that would reasonably be expected to cause any violation, breach or default (with or without notice, lapse of time, or both) of this Agreement or any contract to which the Company or any of its Subsidiaries is a party, (iv) take any action that would conflict with the organizational documents of the Company or any of its Subsidiaries or any Laws, (v) take any action that would cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (vi) provide access to or disclose information in a way that the Company or any of its Subsidiaries determines would jeopardize any attorney-client or other privilege of the Company or any of its Subsidiaries, (vii) take any corporate actions prior to the Closing to permit the consummation of, or otherwise in connection with, the “Debt Offer Documents”Financing, (viii) a reasonable period prepare any financial statements or information that are not available to the Company and prepared in the ordinary course of time in advance its financial reporting practice, (ix) pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Effective Time, or (x) take any action to the extent it would unreasonably disrupt the conduct of commencing the applicable Debt Offer to allow Company’s or any of its Subsidiaries’ respective businesses. Parent shall indemnify, defend and hold harmless the Company and its counsel to review Subsidiaries from and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consentsagainst any and all damages, in connection with any or all of the consent solicitationsexpenses, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms liabilities and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained costs incurred in connection with the Debt Offers will be selected Financing or any cooperation or information provided in connection therewith or any action taken by Parent after consultation with the Company and their fees and or any of its Subsidiaries pursuant to this Section 5.15. Parent shall promptly reimburse the Company for all out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees and ratings agencies’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives Subsidiaries in connection with the cooperation described in this Section 5.1(d5.15. The Company hereby releases Parent from any restrictions under the Confidentiality Agreement regarding contact with potential Lenders and hereby agrees that potential Lenders are “Representatives” of Parent under the Confidentiality Agreement; provided, that, in no event shall Parent, Merger Sub or any of their affiliates be permitted to disclose to any potential Lender or any other person any information about the Company or any of its Subsidiaries if such disclosure would, if disclosed by the Company (i) violate any Law or the rules of any stock exchange absent a public disclosure by the Company or (including such Financing Transaction). (ivii) violate any Contract. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 5.1(d6.3(b), the Company shall not be required as it applies to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than to the extent resulting from information provided to Parent in writing by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d)5.15, except in shall be deemed satisfied unless the event that Company has willfully breached its obligations under this Section 5.15, and such loss, damage, claim, cost or expense arises out willful breach has been the principal cause of or results from the gross negligence, willful misconduct or bad faith Financing not being obtained by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)End Date.

Financing Cooperation. (ia) During the period from the date of this Agreement Prior to the Effective TimeFirst Closing, the Company shallSeller Parent shall use, and shall cause its subsidiaries Subsidiaries to use, and shall use its commercially reasonable efforts to cause the respective Representatives of the Seller Parent and its and their respective officers, directors, employees and Representatives to, cooperate in good faith Subsidiaries to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securitiesuse, in each case, so long commercially reasonable efforts to provide to the Buyer Parent all cooperation reasonably requested in writing by the Buyer Parent as necessary to obtain Financing (provided that such requested cooperation does not unreasonably interfere (in the effectiveness of such arrangements is conditioned upon Seller Parent’s reasonable judgment) with the consummation Business or the other businesses or the operations of the Merger.Seller Parent, its Subsidiaries or any of their respective Affiliates), including using commercially reasonable efforts to: (i) furnish the Buyer Parent information regarding the Business and the Fab Assets as is reasonably requested by the Buyer Parent in connection with the Buyer Parent’s preparation of schedules to the definitive agreements with respect to the Financing; (ii) In furtherance of assist the foregoing, Buyer Parent (or a subsidiary of Parent) will be permitted, in consultation and the Potential Financing Sources with the Companypreparation of customary lender presentations, to commence confidential information memoranda and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, similar marketing materials required in connection with the Debt Offer Financing; and (collectivelyiii) cooperate with the customary pre-closing due diligence investigation of the Potential Financing Sources with respect to the Business and the Fab Assets. The foregoing notwithstanding, none of the “Debt Offer Documents”Seller Parent or any of its Subsidiaries shall be required to take or to permit the taking of any action pursuant to this Section 5.21(a) that: (A) would require the Seller Parent, its Affiliates or any persons who are officers or directors of such entities to enter into, execute or deliver any certificate, document, opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, (B) would cause any representation or warranty in this Agreement to be breached by the Seller Parent or any of its Affiliates or cause any condition set forth in ARTICLE VIII to fail to be satisfied, (C) would require the Seller Parent, any of its Affiliates or any of their respective Representatives to pay any commitment or other fee, or incur any cost or expense that is not reimbursed by the Buyer Parent pursuant to Section 5.21(c), (D) would cause the Seller Parent, any of its Affiliates or any of their respective Representatives to incur any liability or obligation, including under any document, agreement or certificate related to the Financing, (E) would cause any director, officer, employee or stockholder of the Seller Parent or any of its Affiliates to incur any personal liability, (F) would conflict with or violate the organizational documents of the Seller Parent or any of its Affiliates, (G) would result in or would reasonably be expected to result in a reasonable period violation or breach of, or a default (with or without notice, lapse of time time, or both) under, any Contract or any Law, (H) would provide access to or disclose information that the Seller Parent or any of its Subsidiaries determines would jeopardize any attorney-client privilege or other applicable legal privilege of the Seller Parent or any of its Subsidiaries, (I) would provide access to or disclose any MTI Confidential Information, or (J) would require the Seller Parent or any of its Affiliates to prepare or provide any financial statements or information that is not readily available to the Seller Parent and prepared in advance the ordinary course of commencing its financial reporting practice (it being agreed that neither the applicable Debt Offer Seller Parent nor any of its Subsidiaries will have any obligation to allow prepare or provide projections, pro forma financial information or post-closing financial information). For the Company avoidance of doubt, nothing contained in this Section 5.21 or otherwise shall require the Seller Parent or any of its Subsidiaries to be an issuer or other obligor with respect to the Financing. (b) The parties hereto acknowledge and agree that the provisions contained in this Section 5.21 represent the sole obligation of the Seller Parent and its counsel Subsidiaries with respect to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, cooperation in connection with any Financing to be obtained by the Buyer Parent or all any Buyer with respect to the Transactions, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including any Financing) by or to the Buyer Parent, any Buyer or any of their respective Affiliates or any other financing or other transactions be a condition to any of the consent solicitations, the Company shall execute a supplemental indenture to the CompanyBuyer Parent’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with or any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the CompanyBuyer’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parentobligations under this Agreement. (iiic) The Company acknowledges and agrees that it may For the avoidance of doubt, any cooperation provided under this Section 5.21 shall be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, at the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion sole expense of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction)Buyer Parent. The Buyer Parent shall, promptly upon request by the CompanySeller Parent, reimburse each of the Company Seller Parent, its Subsidiaries and their respective Representatives for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees, but excluding the costs of the Company’s preparation of its annual fees and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input taxexpenses) incurred by the Company or its subsidiaries or their respective representatives it in connection with this the cooperation described in Section 5.1(d) (including such Financing Transaction5.21(a). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) . The Buyer Parent shall indemnify and hold harmless each of the CompanySeller Parent, its subsidiaries Subsidiaries and their respective officersRepresentatives (each, directors, employees and Representatives a “financing indemnitee”) from and against any and all losses, damages, claims, costs or expenses Losses suffered or incurred by it in connection with the arrangement of the Financing, any action taken by any of them at the request of the Buyer Parent or its Representatives pursuant to this Section 5.21 and any type information utilized in connection therewith (other than to the extent resulting from information provided to Parent in writing by the Company Seller Parent or its subsidiaries) Subsidiaries pursuant to this Section 5.21 specifically for use in connection with the Company’s obligations under this Section 5.1(dFinancing), in each case, except to the extent such Losses are suffered or incurred directly as a result of such financing indemnitee’s gross negligence or willful misconduct. (d) The Seller Parent hereby consents to the use by the agent for the Financing of the Seller Parent’s corporate logo (as provided by the Seller Parent) for the sole purpose of advertising such agent’s role in connection with the event Financing ; provided that such losslogo is used solely in a (i) form and manner, damageand with standards of quality, claimas in effect for such materials, cost assets and the Seller Marks as of the date of this Agreement and (ii) manner that is not intended to nor reasonably likely to harm or expense arises out disparage the Seller Parent or any of its Subsidiaries or results from the gross negligence, willful misconduct reputation or bad faith goodwill of the Seller Parent or any of its Subsidiaries and its or their marks. (e) All non-public or otherwise confidential information regarding the Seller Parent or any of its Affiliates obtained by the Company Buyer Parent or its subsidiaries in fulfilling their obligations Representatives pursuant to this Section 5.1(d)5.21 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the Confidentiality Agreement and Section 5.2; provided that the Buyer Parent shall be permitted to disclose such information to the Potential Financing Sources in connection with the Financing as is necessary and consistent with customary practices, subject to the Potential Financing Sources being subject to confidentiality terms in form and substance substantially similar to the terms of the Confidentiality Agreement and Section 5.2.

Financing Cooperation. (i) During the period from the date of this Agreement ▇▇▇▇ has agreed to the Effective Time, the Company shalluse its reasonable best efforts to provide, and shall to cause its subsidiaries and its and each of their respective officersrepresentatives to provide, directorsto Celgene and Purchaser reasonable cooperation that may be reasonably requested by Celgene and Purchaser and that is necessary or customary, employees and Representatives to, cooperate in good faith to implement any necessary, appropriate proper or desirable arrangements advisable in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to arrangement of any debt financing matters related to undertaken by Celgene in contemplation of the Transactions, includingincluding reasonable cooperation, without limitationto the extent reasonably requested (a) to provide material financial and other pertinent information to Celgene, Purchaser and their financing sources, (b) to cooperate with the repayment marketing efforts of indebtedness underCelgene, Purchaser and termination oftheir financing sources for any 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 Company’s credit facilities upon Closing preparation of materials for the foregoing and any Debt Offersoffering documents (including assisting with the preparation of pro forma financial statements meeting the requirements of SEC Regulation S-X) necessary, proper or similar transactions advisable in connection with the Companyfinancing, (d) to assist Celgene in obtaining consents of ▇▇▇▇’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents 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 in connection 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 Debt Offers. The dealer managerapplicable legal requirement, solicitation agent(c) issue any offering or information document, information agentor (d) take any action that would subject it to actual or potential liability, depositary to bear any cost or expense or to pay any commitment or other agent retained 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 the Debt Offers will financing that would be selected by Parent after consultation effective prior to the closing. Juno consents to the use of its and its subsidiaries’ logos in connection with the Company syndication or marketing of the 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 fees and marks). Upon written request by ▇▇▇▇, Celgene shall promptly reimburse Juno for all reasonable out-of-pocket expenses will be paid directly costs incurred by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and ▇▇▇▇ or its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing their cooperation and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the CompanyJuno, its subsidiaries and their respective officers, directors, employees and Representatives 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 any of them of any type (other than to the extent resulting from information provided they arose out of actions taken by ▇▇▇▇, its subsidiaries or their respective representatives pursuant to Parent in writing their cooperation described above except to the extent the foregoing are determined by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises a final non-appealable judgment of a court of competent jurisdiction to have arisen out of or results resulted from the gross negligence, negligence or willful misconduct or bad faith by the Company or of Juno, any of its subsidiaries or any of their 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 fulfilling their all material respects the obligations, covenants and agreements under the Merger Agreement at or prior to the Offer Acceptance Time will be deemed to have been satisfied with respect to any of ▇▇▇▇’s obligations pursuant to this Section 5.1(d)the financing.

Financing Cooperation. (ia) During Each of the period from Parent and the date of this Agreement to the Effective Time, the Company shallPurchaser shall use, and shall cause its subsidiaries Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and its and their respective officersuse reasonable best efforts to do, directorsor cause to be done, employees and Representatives to, cooperate in good faith to implement any all things necessary, appropriate to consummate and obtain the Financing at or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related prior to the TransactionsAcceptance Time, including, without limitationor if a Conversion Event shall have occurred, the repayment of indebtedness underClosing, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to on the terms and provisions of subject only to the applicable indenture, as are specified, from time to time, by Parent conditions (including the market flex provisions) set forth in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable LawFinancing Letters, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use using reasonable best efforts to (i) deliver and to cause counsel for maintain in effect the Company to deliverFinancing Letters, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the market flex provisions) set forth in the Debt Commitment Letter (or on terms not materially less favorable to the Parent or the Purchaser than the terms and conditions (including market flex provisions) set forth in the Debt Commitment Letter), (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions applicable to the Parent and its Affiliates in the Financing Letters and the definitive agreements related thereto at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing, (iv) enforce its rights under the Financing Letters (provided that, notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall be required to commence any legal Proceeding against any Debt Financing Source under the Debt Commitment Letter) and (v) comply with its covenants and other obligations under the Financing Letters. The Parent and the Purchaser shall not, without the prior written consent of the Company’s independent accountants , agree to provide customary consents for use or permit any amendment or modification to be made to, or grant any waiver of their reports any provision under, the Financing Letters or the definitive agreements relating to the extent required Financing if such amendment, modification or waiver would (A) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) or (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Letters, in connection with any Debt Offerseach case, in a manner that could reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with shall promptly deliver to the Company true and their fees and out-of-pocket expenses will be paid directly by Parentcomplete copies of any amendment, modification or waiver to or under any Financing Letter. (b) Upon request of the Company, the Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Parent and the Purchaser shall give the Company prompt notice (i) of any breach, default, termination or repudiation by any party to any of the Financing Letters or definitive documents related to the Financing of which the Parent or the Purchaser becomes aware, (ii) of the receipt of any written notice or other written communication from any Financing source with respect to any breach, default, termination or repudiation by any party to any of the Financing Letters or any definitive document related to the Financing or any provisions of the Financing Letters or any definitive document related to the Financing, and (iii) The of the occurrence of an event or development that could reasonably be expected to delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) at or prior to the Acceptance Time, or if a Conversion Event shall have occurred, the Closing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Company acknowledges and agrees that it may be necessary for delivers to the Parent or the Purchaser a written request, the Parent and its subsidiaries the Purchaser shall provide any information reasonably requested by the Company relating to enter into financing transactions any circumstance referred to in the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on the terms and conditions (includingincluding any applicable market flex provisions) contemplated by the Debt Commitment Letter, without limitationand such portion is required to fund any portion of the Offer Price or the Merger Consideration or any fees, expenses and other amounts contemplated to be paid by the Parent or the Purchaser pursuant to this Agreement, the raising of new financing, Parent and the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and Purchaser shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions (including market flex provisions) not materially less favorable to the Parent and the Purchaser (and their respective Affiliates) than the terms and conditions set forth in the Debt Commitment Letter, as promptly as practicable following the occurrence of such event. The Parent shall deliver to the Company true and complete copies of all material contracts or agreements (including Redacted Fee Letters) pursuant to which any such alternative source shall have committed to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction)Debt Financing. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT For purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv)6.12, the Company shall use its commercially reasonable efforts to (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 references to the Company “Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, modified or replaced by this Section 6.12 and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) Parent shall indemnify and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type (other than references to the extent resulting from information provided “Debt Commitment Letter” shall include such documents as permitted to Parent in writing be amended, modified or replaced by the Company or its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)6.12.

Financing Cooperation. (ia) During Cooperation by the period from Company with the date of this Agreement Financing. Prior to the Effective Time, the Company shallwill use reasonable best efforts, and shall will cause each of its subsidiaries and its Subsidiaries and their respective officersRepresentatives to use their reasonable best efforts, directors, employees to reasonably cooperate as may be customary and Representatives to, cooperate in good faith to implement any necessary, appropriate or desirable arrangements in connection with the Company’s and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness underreasonably requested by Parent, and termination of, at the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary sole expense of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer arrangement of any financing to be obtained by Parent and its Subsidiaries in connection with the Merger (collectively, the “Debt Offer DocumentsFinancing”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow ); provided that the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and Subsidiaries shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to be required to: (i) deliver and waive or amend any terms of this Agreement or agree to cause counsel pay any fees or reimburse any expenses for the Company to deliver, customary legal opinions, to the extent such opinions would which it has not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and received prior reimbursement from Parent; (ii) cause the Company’s independent accountants enter into any definitive agreement to provide customary consents for use of their reports be effective prior to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. Closing; (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries provide access to enter into financing transactions or disclose information which would result in waiving any attorney-client privilege or work-product privilege; or (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment iv) pay any commitment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers other similar fee or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (incur any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary other cost or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations liability in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation prior to the Financing Transaction that relates Closing (unless P▇▇▇▇▇ agrees to reimburse the Merger or the Transactions (including any historical and pro forma financial information and operational dataCompany therefor), except for any liabilities that are conditioned on the Closing having occurred. (Cb) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested (provided such documents will not take effect until the Effective Time) and (D) delivering, or procuring the delivery of, such information, certificates, authorization letters, comfort letters, representation letters and other documents as may be necessary or desirable (including, without limitation, any investment or commercial banks appointed in any capacity with respect to any Financing Transaction). Parent shall, shall promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives Subsidiaries, in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), the Company shall not be required to (x) enter into any Financing Transaction prior to the Effective Time that is not conditioned upon the consummation of the Merger or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its subsidiaries to restrict or prohibit access to any such information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a third party or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilege. (v) cooperation. Parent shall defend, indemnify and hold harmless the Company, its subsidiaries Subsidiaries, and their respective officersAffiliates, directors, employees and Representatives from for and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by them in connection with the arrangement of Financing and any of them of any type information utilized in connection therewith (other than to the extent resulting from information provided to Parent by the Company expressly for use in writing connection therewith). (c) All nonpublic or other confidential information provided by the Company or any of its subsidiaries) Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any financing sources or prospective 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 Company’s obligations under this Section 5.1(dFinancing (and, in each case, to their respective counsel and auditors), except so long as such Persons agree in writing to be bound by the event Confidentiality Agreement as if parties thereto in advance of any such information being shared with such Persons. (d) The Company and its counsel shall be given a reasonable opportunity to review and comment on any materials that such lossare to be presented during any road shows or bank presentations conducted in connection with the Financing that contain confidential information about the Company or any of its Subsidiaries, damageand Parent shall give due consideration to all reasonable additions, claim, cost deletions or expense arises out of or results from the gross negligence, willful misconduct or bad faith changes suggested thereto by the Company or and its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d)counsel.

Financing Cooperation. (i) During Prior to the period Closing, each of Buyer and Merger Sub shall use its commercially reasonable efforts to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter (including any “flex” provisions contained in the Fee Letter), including using its commercially reasonable efforts to (a) promptly enter into definitive agreements (“Debt Financing Documents”) with respect thereto on the terms and conditions contained in the Commitment Letter and the Fee Letter (including any “flex” provisions contained in the Fee Letter), (b) satisfy, or cause its Representatives to satisfy, on a timely basis all conditions applicable to, and within the control of, Buyer, Merger Sub or their Representatives in the Commitment Letter, (c) consummate the Financing at or prior to Closing, (d) maintain in effect the Commitment Letter until the Outside Date, and (e) enforce its rights under the Commitment Letter and cause the Lenders under the Commitment Letter to comply with their obligations thereunder. (ii) Without the prior written approval of the Stockholders’ Representative, neither Buyer nor Merger Sub shall amend, modify or waive, or agree to amend, modify or waive, the Commitment Letter or the Fee Letter in any manner that would impose any new or additional material conditions to, or reasonably be expected to materially impair, materially delay or prevent, the funding of the Financing at the Closing, or otherwise prevent or materially delay or materially impair the funding of the Financing; it being understood and agreed, for the avoidance of doubt, that Buyer and Merger Sub shall have the right, from time to time, to amend, replace, supplement, or otherwise modify or waive any provision of the Commitment Letter or the Fee Letter, and/or substitute other debt financing for all or a portion of the Financing from the date same and/or alternative financing sources, as long as such amendments, replacements, supplements or modifications or waivers, or such substitute financing, shall not expand, add or increase the conditions precedent contained therein, decrease the amount of financing contemplated therein or delay the funding of the Financing. (iii) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter so as not to enable Buyer and Merger Sub to proceed with the transactions contemplated hereby in a timely manner, each of Buyer and Merger Sub shall use its commercially reasonable efforts to arrange and obtain alternative financing from alternative sources on terms not materially less favorable to Buyer and Merger Sub, taken as a whole, than the terms in the Commitment Letter, in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Notwithstanding the foregoing, each of Buyer and Merger Sub acknowledges and agrees that the obtaining of the Financing, or any alternative financing, is not a condition to Closing and, subject to the Effective Timesatisfaction or waiver of the conditions in Article VIII, reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing. Buyer shall furnish the Stockholders’ Representative with complete, correct and executed copies of any alternative financing commitment letters promptly upon their execution. Prior to the Closing, Buyer shall give the Stockholders’ Representative prompt written notice of any material breach, to Buyer’s Knowledge, by any party to the Commitment Letter or any termination of the Commitment Letter. Buyer shall keep the Stockholders’ Representative reasonably informed following the request of the Stockholders’ Representative of the status of Buyer’s and Merger Sub’s efforts to arrange or obtain the Financing. (iv) From the date hereof until the Closing Date, the Company shall, and shall cause its subsidiaries and its and their Subsidiaries to, use commercially reasonable efforts to cause the respective officers, directors, employees and Representatives toadvisors, cooperate in good faith including legal and accounting, of the Company and its Subsidiaries to implement provide (provided that any necessarysuch cooperation or action shall be reasonably requested and shall not unreasonably interfere with the operations of the Company, appropriate its Subsidiaries or desirable arrangements their respective Representatives) to Buyer and/or Merger Sub, at Buyer’s sole expense, such reasonable cooperation in connection with the Company’s obtaining and its subsidiaries credit facilities, indentures or other documents governing or relating to indebtedness with respect to any financing matters related to the Transactions, including, without limitation, the repayment of indebtedness under, and termination of, the Company’s credit facilities upon Closing and any Debt Offers, or similar transactions in connection with the Company’s debt securities, in each case, so long as the effectiveness of such arrangements is conditioned upon the consummation arrangement of the Merger. (ii) In furtherance of the foregoing, Parent (or a subsidiary of Parent) will be permitted, in consultation with the Company, to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, any or all of the outstanding series of senior notes of the Company (the “Company Notes”), the consummation or completion of which shall be conditioned upon the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indentures and applicable Law, including the rules and regulations of the SEC. Parent (or a subsidiary of Parent) shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer Documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the Company’s indentures in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver, customary legal opinions, to the extent such opinions would not conflict with Applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (ii) cause the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. (iii) The Company acknowledges and agrees that it may be necessary for Parent and its subsidiaries to enter into financing transactions (including, without limitation, the raising of new financing, the refinancing of existing indebtedness, the retirement, prepayment or redemption of existing indebtedness, producing amendments, amendment and restatements, modifications, waivers or consents in relating to existing indebtedness and/or launch and consummating the Debt Offers) (any such transaction, a “Financing Transaction”). In connection with any Financing Transaction, the Company shall, and shall cause its subsidiaries and their respective officers, directors, employees and Representatives to, cooperate and use its and their reasonable best efforts to provide such information and documentation as may be necessary or reasonably desirable in connection with the structuring, marketing and execution of any Financing Transaction, including (A) participating in meetings and due diligence sessions and rating agency presentations in connection with the Financing Transaction and preparing materials in connection therewith, (B) assisting with the preparation of any portion of the disclosure in relation to the Financing Transaction that relates to the Merger or the Transactions (including any historical and pro forma financial information and operational data), (C) executing and delivering any pledge and security document, guarantees, indentures, other definitive financing documents, and other certificates or documents and legal opinions as may be reasonably requested by Buyer, including, but not limited to, using commercially reasonable efforts to: (provided A) (1) assist in preparation for and participate in marketing efforts, including lender meetings (but not more than one (1) primary bank meeting and only a reasonable number of “one on one” meetings), due diligence meetings, road shows, presentations and sessions with rating agencies, the Lenders, and any prospective lenders in the Financing (including reasonable direct contact between senior management and Representatives (including non-legal advisors) of the Company), (2) ensure that any syndication efforts benefit from the Company’s existing lending and investment banking relationships, to the extent reasonably practical and appropriate, (3) assist with the drafting and preparation of appropriate and customary confidential information memoranda, business projections and other customary marketing documents required in connection with the syndication of the Financing, including without limitation, to the extent commercially reasonable to do so, versions of such documents will containing only information that is either publicly available or not take effect until material with respect to the Effective TimeCompany or any of its Subsidiaries for the purposes of United States federal and state securities Laws (all such documents and materials, collectively the “Syndication Documents”) and (D4) deliveringcause the chief financial officer or person performing similar functions of the Company to execute and deliver customary authorization and customary representation and warranty letters with respect to the Syndication Documents, or procuring provided, that the delivery of, Company will provide to Buyer and the Lenders such information, certificates, authorization letters, comfort letters, representation letters information regarding the Company and other documents its Subsidiaries as may be necessary or desirable (includingso that the Syndication Documents are, without limitation, any investment or commercial banks appointed in any capacity solely with respect to such information regarding the Company and its Subsidiaries, complete 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; (B) facilitate the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of stock certificates of the Company and its subsidiaries) and assist in the preparation, and executing and delivery at the Closing, of any Debt Financing TransactionDocuments and any closing documents and deliverables (including furnishing all information to be included in any schedules thereto or in any perfection certificates and arranging for delivery of insurance certificates) for the Financing as may be reasonably requested by Buyer, provided, that no such Debt Financing Documents or closing documents and deliverables referred to in this clause (B) shall be effective until the Closing; (C) arrange for delivery of the Payoff Letters and for the termination of all Liens on the assets and stock of the Company and its Subsidiaries (other than Permitted Liens). Parent shall; (D) solely related to the Company and its Affiliates, furnish all documentation and other information to the Lenders reasonably requested or required by governmental or regulatory authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; and (E) furnish Buyer or Merger Sub reasonably promptly upon request with (1) the Required Financial Information and (2) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer and that is customarily needed for financings of the type contemplated by the CompanyCommitment Letter; provided, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ feeshowever, but excluding the costs of the Company’s preparation of its annual and quarterly financial statements and any amount in respect of such costs and expenses for which the Company (or, if relevant, any member of a group for VAT purposes of which it is a member) is entitled to credit as input tax) incurred by the Company or its subsidiaries or their respective representatives in connection with this Section 5.1(d) (including such Financing Transaction). (iv) Notwithstanding anything to the contrary in this Section 5.1(d), that the Company shall not be required to provide, or cause its Subsidiaries to provide, cooperation under this Section 5.2(i) that: (xI) unreasonably interferes with the ongoing business of the Company or any of its Subsidiaries; or (II) requires the Company, its Subsidiaries or their respective directors, officers, managers or employees to execute, deliver or enter into into, or perform any agreement, document or instrument, including any Debt Financing Transaction Document, with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time Closing (other than the above referenced Syndication Documents and authorization and representation letters) and the directors and managers of the Company and its Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, in each case which are effective prior to the Closing. In no event shall the Company or any Subsidiary of the Company be required to pay any commitment or similar fee in connection with assisting Buyer and/or Merger Sub in arranging the Financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing contemplated by the Commitment Letter; provided, that such logos are used solely in a manner that is not conditioned upon the consummation of the Merger intended to, nor reasonably likely to, harm or (y) disclose any information pursuant to this Section 5.1(d) to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires disparage the Company or its subsidiaries to restrict Subsidiaries or prohibit access to any such information, (B) in the reasonable good faith judgment reputation or goodwill of the CompanyCompany or any of its respective products, the information is subject to confidentiality obligations to a third party services, offerings or (C) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this Section 5.1(d)(iv), the Company shall use its commercially reasonable efforts to (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 Company and Parent 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 violating Applicable Law or jeopardizing such privilegeintellectual property rights. (v) Parent The Company and the Seller Representative agree and acknowledge that the assumption and performance of the obligations of the Company under this Section 5.2(i) are a material inducement to the Buyer’s determination to enter into this Agreement. (vi) Buyer shall indemnify indemnify, defend and hold harmless the Company, its subsidiaries and their respective officers, directors, employees and Representatives Company from and against any and all losses, damages, claims, costs Damages related to or expenses suffered or incurred by any of them arising out of any type (claims made by the Lenders against the Company with respect to the Financing, other than any Damages to the extent resulting from information provided to Parent in writing arising out of the gross negligence or willful misconduct of the Company. Buyer shall reimburse the Company for any reasonable out of pocket costs and expenses incurred by the Company or in complying with its subsidiaries) in connection with the Company’s obligations under this Section 5.1(d), except in the event that such loss, damage, claim, cost or expense arises out of or results from the gross negligence, willful misconduct or bad faith by the Company or its subsidiaries in fulfilling their obligations pursuant to this Section 5.1(d5.2(i). Buyer will use commercially reasonable efforts to provide the Company with a list setting forth in reasonable detail the Required Financial Information as promptly as commercially reasonable after the date hereof.