Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) Prior to the Acceptance Time, the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company shallshall use commercially reasonable efforts to cooperate, and shall cause its subsidiaries tothe Company Subsidiaries to use commercially reasonable efforts to cooperate, and shall use its commercially reasonable best efforts to cause its and their Representatives, to provide, on a timely basis, all reasonable cooperation requested by Parent in connection with the respective officers, employees, consultants documentation and advisorsarrangement of any debt financing, including legal repurchase agreements (the “Debt Financing”), including (i) providing customary financial and accounting advisors, of other pertinent information regarding the Company and its subsidiaries tothe Company Subsidiaries, provide including the financial information required to Parent be delivered in connection with the Debt Financing and such cooperation other information as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including(ii) assisting in the preparation of customary documents and materials, including confidential information memoranda, lender and investor presentations and similar documents and materials in connection with the Debt Financing, (iiii) making senior management and advisors of the Company and its subsidiaries available to participate participating in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lendersand presentations, underwriters(iv) providing reasonable and customary assistance to Parent and its Financing Sources in (A) the preparation of all credit agreements (including review of schedules for completeness), initial purchasers currency or placement agentsinterest hedging agreements or other agreements, and in sessions with rating agencies; provided thatreasonably requested customary certificates, any rating agency presentations, bank information memoranda opinions or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memorandaincluding customary certificates with respect to solvency matters, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with the Debt Financing and providing customary estimates (B) the negotiation, preparation and other forward-looking financial information regarding delivery of amendments to or the further performance termination of any of the business Company’s or the Company Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, including repurchase agreements and related documentation in respect of the Company’s or the Company Subsidiaries’ borrowings collateralized by residential mortgage backed securities, securitized mortgage loans, other mortgage and mortgage related assets or other investment securities (including by negotiating amendments, waivers or supplements reasonably satisfactory to Parent with respect to any and all obligations of the Company and its subsidiaries the Company Subsidiaries under such repurchase agreements and related documentation which are intended by Parent to be terminated in connection with the extent consummation of the Transactions), in each case, on terms reasonably satisfactory to Parent and that are reasonably requested by Parent in connection with the Debt Financing sources, and providing customary authorization and representation letters in connection therewithFinancing, (iiiv) using reasonable best efforts to cause its independent accountants to provide assistance permitting any cash and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation marketable securities of any pro forma financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”the Company Subsidiaries to be made available to Parent and Merger Sub following the First Merger Effective Time, (ivvi) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documentscooperating reasonably with the Financing Sources’ due diligence, to the extent reasonably requested by Parent, customary and otherwise reasonably facilitating the pledging of collateral, (v) requesting reasonable and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt the Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as Sources promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by any Governmental Entity with respect to the financing under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and PATRIOT Act; provided that (xiA) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations no obligation of the Company or its subsidiariesany of the Company Subsidiaries under any such agreements, amendments. authorizations, resolutions, consents shall be effective until the actual occurrence of the First Merger Effective Time (2other than amendments to or the termination of any of the Company’s or the Company Subsidiaries’ existing repurchase agreements and related documentation in respect of the Company’s or the Company Subsidiaries’ borrowings collateralized by residential mortgage backed securities, securitized mortgage loans, other mortgage and mortgage related assets or other investment securities which shall be effective prior to the Closing) delivery and (B) none of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect of the Company Subsidiaries or their respective Representatives shall be required to a fiscal period that has not yet ended, pay any commitment or (C) other similar fee or incur any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date cost or expense that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested not promptly reimbursed by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos Parent in connection with the Debt Financing; Financing prior to the First Merger Effective Time and (C) no member of the Company Board shall be required to take any action with respect to the Debt Financing and neither the Company nor any of the Company Subsidiaries shall be obligated to take any action that requires action or approval by the Company Board prior to the First Merger Effective Time. All non-public or other confidential information provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage by the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information Representatives pursuant to Parent, it may deliver to Parent a written notice to such effect, in which case the Company this Section 6.16 shall be deemed to have delivered kept confidential in accordance with the Required Financial Information at the time of delivery of such noticeConfidentiality Agreement, unless except that Parent shall provide be permitted to the Company within four Business Days after the delivery of disclose such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredto potential Financing Sources subject to customary confidentiality undertakings by such potential Financing Sources. (b) Notwithstanding anything in this Section 6.10 to the contraryParent shall (A) promptly, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable and expenses documented attorneys’ fees) incurred by the Company, its subsidiaries and its and their respective representatives Company or any of the Company Subsidiaries in connection with their respective obligations pursuant to the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.10. Parent shall 6.16 and Section 6.17 and (B) indemnify and hold harmless the Company, its subsidiaries and its the Company Subsidiaries and their respective representatives Representatives (collectively, the “Cooperation Indemnitees”) from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with third party claims arising out of the arrangement of the Debt Financing or any of the actions or steps referred to in Section 6.17, and any information utilized used in connection therewith (other than therewith, except with respect to any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), the Company Subsidiaries or contained in each case other than the Company SEC Documents or to the extent any suffered or incurred as a result of the foregoing arises from the bad faithgross negligence, gross negligence or willful misconduct of, or breach bad faith of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesCooperation Indemnitees. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance Time, the Company Parent shall, and shall cause its subsidiaries to, and 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 respective officers, employees, consultants Financing on the terms and advisorsconditions described in the Equity Commitment Letter and the Debt Commitment Letter, including legal reasonable best efforts in (i) maintaining in effect the Equity Commitment Letter and accounting advisorsthe Debt Commitment Letter, (ii) as promptly as possible, satisfying on a timely basis all conditions applicable to 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 arrange the Financing contemplated by the Commitment Letters, including providing copies of all definitive agreements related to the Financing to the extent requested by the Company. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the 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 to, provide to Parent such cooperation Subsidiaries at Closing (each as may be reasonably requested by Parent defined in connection with obtaining the Debt FinancingCommitment Letter); (ii) assisting the Parent Entities in their preparation of the pro forma financial statements and information (including projected balance sheets, includingincome statements, (i) making senior management statements of cash flows and advisors the projected Borrowing Bases, cash and cash equivalents, and Excess Availability of the Company and its subsidiaries available to participate 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 and shows, due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required prospective lenders and investors in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Financing; (iiiv) assisting the Parent with Parent’s Entities and their Debt Financing Sources in the preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, any offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with memoranda (including the Debt Financing and providing delivery of customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested 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, and providing customary authorization and representation letters Sources in connection therewith, respect of the Debt Financing; (iiivi) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, including (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ixa) taking all actions reasonably requested necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements agreements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Timeforegoing, and (xib) subject to the occurrence of the Acceptance Time, taking all corporate actions reasonably necessary to permit consummation of cause the Debt FinancingFinancing 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 herein in this Section 6.12 shall require (1) such any cooperation or other action to the extent it would materially interfere materially and unreasonably with the business or operations of the Company or any of its subsidiariesSubsidiaries, (2ii) delivery of (A) any other financial information nothing in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage this Section 6.12 shall require the Company or any of its Subsidiaries or to commit to take any action that is not contingent upon the reputation or goodwill 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 Subsidiaries shall not be required to approve any financing or agreements related thereto (or any of its Subsidiaries alternative financing) at or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide prior to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. Effective Time, and (biv) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries Subsidiaries shall be required to execute prior to the Closing any definitive financing documents or other agreements and documents in connection with any Debt Financing, (iB) bear neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or make any other payment (other than for minimal reasonable out-of-pocket cost or expense costs that is not are reimbursed pursuant to this Section 6.10(bby Parent as provided herein) or pay incur any fee other liability or obligation or provide or agree to provide any indemnity in connection with any Debt Financing or 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 nor any of its Subsidiaries shall be required to provide in connection with the Financing 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 Parent 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), (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description of all or any component of the Debt Financing, (ii3) incur projections, risk factors or other forward-looking statements relating to all or any liability (or cause their respective directors, officers or employees to incur any liability) under component of the Debt Financing prior to the Effective Time or (iii4) enter into any agreement solvency certificate or commitment that would be effective prior to similar certification or representation. (c) The Parent Entities shall indemnify and hold harmless the Effective Time Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any financing (including any action taken in accordance with Section 6.12) and any information utilized in connection therewith (other than such management representation letters and authorization letters with respect to historical information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to provided by the Company or its Subsidiaries) and any misuse of the logos, marks or brand names of the Company and its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above)Subsidiaries. Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), Subsidiaries in each case other than to connection with this Section 6.12. Except for the extent any representations and warranties of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement byCompany 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 subsidiaries Trademarks, including all logos and brand names, in connection with any such 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 affiliateslogos, officers, directors, employees, accountants, agents marks or representativesbrand names. (cd) The Company shall deliver to Acquisition Sub on or prior Notwithstanding anything to the Acceptance Timecontrary in this Agreement, the conditions set forth in clause (4) of Annex A, as it applies to the Company’s obligations under this Section 6.12, shall be deemed satisfied unless the financing contemplated by the Debt Commitment Letter has not been obtained as a payoff letter direct result of the Company’s failure to undertake reasonable best efforts with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)its obligations under this Section 6.12.

Financing Cooperation. (a) Prior to the Acceptance Time, the Company shall, Each of Parent and shall cause its subsidiaries to, 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 respective officersDebt 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) to maintain in full force and effect the Debt Financing Commitment in the form provided to the Company on or prior to the date hereof (or as modified in accordance herewith), employees(ii) to satisfy all conditions precedent to the Debt 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, consultants execute and advisorsdeliver definitive documents, including legal a credit agreement and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation other definitive financing documents as may be reasonably requested by Parent (“Debt Financing Documents”) that reflect the terms contained in connection the Debt Financing Commitment (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with obtaining any “flex” provisions contained in the Debt Financing Commitment or any related fee letter), in each case 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, without the 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 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 transactions contemplated by this Agreement or (C) reduce the aggregate amount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) to an amount such that Parent is not able to consummate the Closing (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 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 request of the Company (or its counsel), each of Parent and Merger Sub shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Debt Financing, including, . (b) Each of Parent and Merger Sub shall promptly notify the Company in writing (i) making senior management of any material breach or default by Parent or Merger Sub or any of their respective Affiliates (or, to Parent’s knowledge, the Debt Financing Sources) under the Debt Financing Commitment, (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 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 the Debt Financing Commitment, and advisors 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 termination of this Agreement. (c) In the event that any portion of the Debt Financing becomes unavailable in the manner (including the “flex” conditions) or from the sources contemplated in the Debt Financing Commitment, each of Parent and 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 (the “Alternative Financing”), including from alternative sources on terms and conditions that are not less favorable to Parent (including the “flex” conditions) than those set forth in the Debt Financing Commitment and in an amount sufficient to 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 with a copy of the 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 any reference to “Debt Financing Commitment” shall include the “Alternative Financing Commitment”. (d) The Company shall use its commercially reasonable efforts to provide to Parent, and shall, upon reasonable advance notice and during normal business hours, use its commercially reasonable efforts to cause the respective officers and employees of the Acquired Companies, and use its commercially reasonable efforts to cause the Representatives of the Company and its subsidiaries available to participate in a reasonable number of meetingsprovide to Parent, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents 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 Debt Closing Date (collectively, “Financing shall contain disclosure reflecting Activities”), including using commercially reasonable efforts to do the Company and/or its Subsidiaries or Affiliates following: (a) furnishing Parent as the obligor only at and after the Effective Time, (ii) assisting 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 information and 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 other materials for rating agency presentations, (b) requesting the Company’s independent accountants to prepare and deliver customary “comfort letters,” dated the date of each final offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents document used in connection with any securities offering by Parent (with appropriate bring-down comfort letters delivered on the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation closing date of any pro forma financial statements to be included such offering), in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors professional standards (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to providing “negative assurance” comfort and change periodStatement on Auditing Standards No. 100 review of interim financial statements) from and otherwise on terms reasonably acceptable to Parent, as the Company’s independent accountants 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 expense reimbursement) in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt any Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days Activity prior to the Acceptance Time all documentation 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 other information about instruments pursuant to which the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including Financing Activities is obtained that is not contingent upon the USA Patriot Act to the extent requested Closing or that would be effective at least 8 calendar days or prior to the anticipated Acceptance 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, and 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; (xiviii) subject to the occurrence results in any officer, trustee or director of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement Acquired Companies incurring personal Liability with respect to any fiscal quarter (matter relating to any Financing Activity or requires any officer, trustee, director or other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill 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 their logos and on such other customary terms and conditions as this Agreement. In no event shall the Company shall reasonably impose. If be in breach of this Section 5.13 because of the Company at failure to prepare any time financial or other information that is not currently readily available to the Acquired Companies on the date hereof or that is not prepared in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case ordinary course of business of the Company shall be deemed to have delivered the Required Financial Information Acquired Companies at the time requested by Parent or for the failure to obtain review of delivery any financial or other information by its accountants. Parent shall keep the Company reasonably informed, on a reasonably current basis, of such notice, unless the status of its efforts to arrange and consummate any Financing Activity. Parent shall provide to the Company within four Business Days after the delivery with copies of any material definitive documents in respect of any Financing Activity and such notice a written notice that describes with reasonable specificity the other information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contraryand documentation regarding any Financing Activity and any syndication efforts, neither the Company nor any of its subsidiaries as applicable, as shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with reasonably requested by the Debt FinancingCompany. Parent shall promptly, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the CompanyCompany 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, its subsidiaries and its and their respective representatives Company Parties in connection with their respective obligations the cooperation provided or other action taken by the Company Parties pursuant to this Section 6.10. Parent shall 5.13(d) and indemnify and hold harmless the Company, its subsidiaries and its the Company Subsidiaries and their respective representatives officers, 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 any of them in connection with the Debt any such Financing and Activity, any information utilized in connection therewith (other than or any information provided in writing specifically for use action taken by the Company or on behalf 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 Affiliates or their Representatives pursuant to this Section 5.13(d) shall be kept confidential in accordance with the terms of its subsidiaries)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 other than to the extent any of the foregoing arises from the bad faithcase, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or with an effective date prior to the Acceptance 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 payoff letter with respect debt assumption or any Financing Activity referenced in this Section 5.13(d). Notwithstanding anything to the Credit Agreementcontrary, dated the condition precedent set forth in Section 6.2(b), as of June 27, 2011, by and among it applies to the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time’s obligations under this Section 5.13(d), which payoff letter shall substantially provide be deemed satisfied, unless the Company has materially and willfully breached its obligations under this Section 5.13(d), Parent has provided to the Company written notice of such breach within ten (subject 10) Business Days of first becoming aware of such breach and the Company fails to customary exceptions)cure such breach by the earlier of ten (10) Business Days after such notice is provided or five (5) Business Days prior to the End Date.

Financing Cooperation. (a) Prior to During the Acceptance TimeInterim Period, the Company shall, and shall cause the Company Subsidiaries to, and shall cause its subsidiaries and their Representatives to, use reasonable best efforts to provide such cooperation as is reasonably requested by Parent in connection with the Company Debt Agreements (including assumptions, guarantees, amendments and restatements, supplements, modifications, refinancings, waivers, reaffirmations, replacements, repayments, terminations or prepayments of the Company Debt Agreements, an amendment or the amendment and restatement of the Company Credit Facility by the Term Lenders (as defined in the Company Credit Facility), the Administrative Agent (as defined in the Company Credit Facility) and any other applicable parties, to permit the Mergers and the other transactions contemplated hereby and make any other changes to the Company Credit Facility then in effect that Parent reasonably determines necessary or advisable in connection with the completion of the Mergers and the other transactions contemplated hereby, including an amendment to permit the transfer of the rights and obligations of the Borrower (as defined in the Company Credit Facility) under the Company Credit Facility in connection with the Mergers (such amendment or amendment and restatement, the “Company Credit Facility Amendment”)) as Parent may reasonably determine necessary or advisable in connection with the completion 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 or in connection with Closing in respect of the Company Debt Agreements and delivering all officer’s certificates, solvency certificates, legal opinions and any other agreements, documents, instruments or certificates required to be delivered or reasonably necessary or desirable in connection thereof; provided, however, that Parent shall use reasonable best efforts to provide the Company with notice of any such needed information or action as soon as reasonably practicable; provided, further, that any arrangements, guarantees, amendments, amendment and restatements, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to this Section 7.19(a) shall only be effective at or immediately prior to the Company Merger Effective Time (other than any (i) notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Company Merger Effective Time, including, for the avoidance of doubt, any notice of prepayment and/or commitment reduction, as applicable, with respect to the Revolving Commitments (as defined in the Company Credit Facility, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time) and/or the Company Private Placement Notes or (ii) any amendment to the Company Private Placement Notes relating to notice of prepayment of the debt issued thereunder). (b) During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes 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 and the Company Private Placement Notes regarding certain proposed amendments thereto or certain transactions described therein (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Note Offers and Consent Solicitations”); provided, however, 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 payment thereof is to be made after 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 the applicable Company Notes Indenture and the Company Private Placement Notes and applicable Laws, 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 timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the 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 Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made or input provided by the Company and its legal counsel. 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 each of the Company Notes Indentures or amendment to each of the Company Private Placement Notes, as applicable, 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, however, that the amendments effected by such supplemental indentures and amendments shall not become operative until the Closing. During 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 the respective officers, employees, consultants its and advisors, including legal and accounting advisors, of the Company and its subsidiaries their Representatives to, provide to Parent such all cooperation as may be reasonably requested by Parent to assist Parent in connection with obtaining the Debt Financing, including, any Note Offers and Consent Solicitations (including (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its the Company’s independent accountants to provide assistance customary consents for use of their reports, and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary provide customary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, in each case to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates Note Offers and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment Consent Solicitations and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (viii) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting assistance with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfortdue diligence” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants investigation in connection with offerings of debt securitiesany Note Offers and Consent Solicitations). The dealer manager, in each case at the time during the Company’s fiscal year such offerings will be made (all such solicitation agent, information described in clauses (A) through (C) this clause (viii)agent, the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and depositary or other accounts and blocked account contracts and lock box arrangements agent retained in connection with the foregoing after the Acceptance Timeany Note Offers and Consent Solicitations will be selected and retained by Parent. If, (x) providing at least 4 Business Days any time prior to the Acceptance Time all documentation completion of Note Offers and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance TimeConsent Solicitations, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries Subsidiaries, on the one hand, or the reputation or goodwill of the Company Parent or any of its Subsidiaries 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 not contain any untrue statement of their logos a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and on an appropriate amendment or supplement prepared by Parent describing such other customary terms and conditions as information shall be disseminated to the applicable holders of the notes outstanding under the Company shall reasonably impose. If Notes Indentures and the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredPrivate Placement Notes. (bc) Notwithstanding anything in this Section 6.10 to the contraryParent shall promptly, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, 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 advisor’s fees and expenses) incurred by the Company, its subsidiaries and its and their respective representatives Company or any Company Subsidiary in connection with their respective obligations the cooperation provided or other action taken by Company or any Company Subsidiary pursuant to this Section 6.10. Parent shall 7.19 and indemnify and hold harmless the Company, its subsidiaries and its the Company Subsidiaries and their respective representatives officers, 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 any of them in connection with the Debt Financing any such financing transaction or Note Offers and Consent Solicitations, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 7.19, in each case, whether or not the Mergers are consummated or this Agreement is terminated; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from the gross negligence or Willful Breach of the Company or any Company Subsidiaries under this Agreement. (d) All non-public or other than any confidential information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries)Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent shall be permitted to disclose such information to any Third Party financing sources or prospective Third Party financing sources and other financial institutions and investors (including the parties to, lenders with respect to and/or holders of notes under the Parent Credit Facility, the Company Credit Facility, the Company Notes Indentures or the Company Private Placement Notes, as applicable) and to their respective counsel and auditors subject to customary confidentiality arrangements for use by any of them of such information in connection with providing the financing contemplated by this Section 7.19 in connection with the Mergers. (e) Notwithstanding anything to the contrary in this Section 7.19, (i) any requested cooperation pursuant to this Section 7.19 shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary, (ii) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with any financing arrangement prior to the Closing Date, (iii) none of the Company, any Company Subsidiary or any of their respective officers, directors, or employees shall be required to pass resolutions or consents to approve or authorize the execution of, or execute or enter into any agreement, certificate, instrument or other document with respect to, in each case case, the financing arrangement contemplated by this Section 7.19 that is not contingent upon the Closing or that would be effective prior to the Closing Date, other than as necessary, advisable or reasonably requested by Parent to effectuate the extent Company Credit Facility Amendment, and (iv) the Company shall not be required to provide, or cause any Company Subsidiary to provide, cooperation that (A) causes any covenant, representation or warranty of the foregoing arises from Company in this Agreement to be breached (unless Parent provides a written waiver of such breach), (B) causes any closing condition set forth in Article VIII to fail to be satisfied or otherwise causes the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, or an event of default (after giving effect to any applicable cure or grace periods) under any material contract to which the Company or any Company Subsidiary is a party, (C) requires the Company or any Company Subsidiary to provide any legal opinion or other opinion of counsel, or any information that would, in each case, in its subsidiaries good faith opinion, result in a violation of applicable Laws or their respective affiliatesloss of attorney-client privilege, officers(D) could reasonably be expected to conflict with the organizational documents of the Company or any Company Subsidiary then in effect, directors(E) could reasonably be expected to cause the Company or any Company Subsidiary to fail to qualify as a REIT for federal income tax purposes or (F) requires preparation or delivery of any pro forma financial information, employeesincluding pro forma costs savings, accountantssynergies, agents capitalization or representativesother pro forma adjustments desired to be incorporated into any pro forma financial information that is not prepared in the ordinary course by the Company or any Company Subsidiary or otherwise reasonably available to the Company or any Company Subsidiary. (cf) The Prior to Closing, the Company shall deliver use reasonable best efforts to Acquisition Sub on amend, replace or prior otherwise modify those certain hedging agreements set forth in Section 7.19(g) of the Company Disclosure Letter, if and to the Acceptance Timeextent necessary to permit such existing hedging agreements to survive post-Closing; provided, however, that such amendments, replacements and/or modifications must be in a payoff letter with respect form reasonably acceptable to the Credit Agreement, dated as Parent Parties. (g) Notwithstanding the foregoing provisions of June 27, 2011, by and among the Companythis Section 7.19, the lenders party thereto Parent Parties acknowledge and JPMorgan Chase Bankagree that the consummation of Company Credit Facility Amendment, N.A.Note Offers, as administrative agent (as amendedthe Consent Solicitations, supplementedany amendment, waiver or otherwise modified from time consent for any other Company Debt Agreement and other transactions contemplated by this Section 7.19 is not a condition precedent to time), which payoff letter shall substantially provide (subject to customary exceptions)the consummation of the Mergers or any of the other transactions contemplated by this Agreement.

Financing Cooperation. (a) Prior From the Agreement Date to the Acceptance Timeearlier of the Closing Date and the date this Agreement is validly terminated in accordance with its terms, the Company shallshall use commercially reasonable efforts, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the each other Acquired Company and its subsidiaries toand their respective Representatives to use their commercially reasonable efforts, to provide to Parent such and Purchaser with all cooperation as may be reasonably requested by Parent or Purchaser to assist Parent or Purchaser to consummate the Debt Financing on or prior to the Closing Date or as is otherwise customary and reasonably requested in writing by Parent or Purchaser in connection with obtaining the Debt Financing in each case, to the extent such cooperation is necessary and customary in connection with debt financings similar to the debt financing for the transactions contemplated by this agreement (the “Debt Financing”) and at Parent’s and/or Purchaser’s sole cost and expense, including, including using commercially reasonable efforts to: (i) making senior management and advisors subject to the terms of the Company Non-Disclosure Agreement, deliver to Parent and its subsidiaries available Purchaser the Financing Information (provided that (A) Parent and Purchaser shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the transactions contemplated herein and (B) Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records); (ii) participate in and cause the Company’s management team, with appropriate seniority and expertise, including senior officers, to participate in a reasonable and customary number of meetings, presentations, road shows drafting sessions and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents to the extent reasonably required in connection with the Debt Financing on reasonable advance written notice and at mutually agreeable times (which participation shall contain disclosure reflecting the Company and/or its Subsidiaries be limited to teleconference or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, virtual meeting platforms); (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause furnish no later than four (ii4) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time Closing Date all documentation and other information about that is reasonably requested by Parent or Purchaser no later than nine (9) days prior to the Company and its subsidiaries Closing Date that is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act PATRIOT Act, relating to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, Acquired Companies; and (iv) reasonably assisting Parent and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably Purchaser in connection with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect preparation of any period ended December 31, 2013, unless, except in the case of clauses pledge and security documents and other definitive financing documents (Aincluding schedules thereto) and (E), such information is earlier reasonably available to Company and as may be reasonably requested by Parent, (3) delivery Purchaser or the Debt Financing Sources and otherwise reasonably cooperating with Parent and Purchaser in facilitating the pledging of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time collateral and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use granting of its and its subsidiaries’ logos in connection with security interests required by the Debt Financing; provided that such logos are used solely Commitment Letters. (b) Nothing in a manner that is not intended to or reasonably likely to harm or disparage this Section 7.14 will require the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear waive or amend any out-of-pocket cost terms of this Agreement or expense that is not reimbursed pursuant agree to this Section 6.10(b) or pay any fee in connection with fees or reimburse any expenses prior to the Debt FinancingEffective Time, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement agreement, document or commitment instrument that would be effective prior to the Effective Time or that is not contingent on the occurrence of the Effective Time, (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations iii) give any indemnities that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect are effective prior to the Effective Time, (iv) take any action that, in the good faith determination of the Company, would unreasonably interfere with the ordinary conduct of the business of the Company and its Subsidiaries or would require an action that is not within the control of the Company using commercially reasonable efforts, (v) take any action or fail to take any action in a manner that would reasonably be expected to conflict with or violate applicable Law or any Contract, (vi) requires the provision of access to or disclose information that any Acquired Company determines in good faith could jeopardize any attorney client privilege of, or conflict with any confidentiality obligations binding on any Acquired Company or any of its subsidiaries their respective Affiliates, (vii) requires the taking of any action that could subject any director, officer, employee, agent, manager, consultant, advisor or their securities for purposes other representative of United States federal securities laws, and other than consents of accountants for use the Acquired Companies or any of their reports Affiliates to any actual or potential personal liability, (viii) requires the delivery of any financial or other information that is not currently readily available or prepared in the ordinary course of business of the Acquired Companies and at the time requested by Parent or (ix) causes any materials condition to Closing to fail to be satisfied or would reasonably be expected to conflict with, violate or result in a breach of or default under any Contract (including this Agreement) or any Organizational Document of any Acquired Company; provided, however, in no event shall anything in this Agreement require members of the board of managers, board of directors or similar governing body of any Acquired Company who will not continue in such capacities in respect of the Surviving Company as of the Closing Date to execute any consent or adopt resolutions, in each case, approving or otherwise relating to the matters described above)Debt Financing. FurthermoreIn addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Parent shall, promptly upon request by the Company, Company (i) reimburse the Company for all reasonable and documented out-of-pocket costs (such as reasonable and expenses documented travel costs and attorneys’ fees) actually incurred by the Company, Acquired Companies or any of its subsidiaries or their respective Representatives in connection with its cooperation pursuant to this Section 7.14; and (ii) indemnify and hold harmless the Acquired Companies and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives Representatives from and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, any action taken by them pursuant to this Section 7.14, and any information utilized used in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), therewith; in each case other than case, except to the extent any suffered or incurred as a result of the foregoing arises from the bad faith, gross negligence or negligence, willful misconduct ofmisconduct, or breach of this Agreement by, the fraud by any Acquired Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesRepresentatives. This Section 7.14(b) is intended to be for the benefit of each of the Acquired Companies and their respective Affiliates and may be enforced by any such Person as if such Person were a party to this Agreement. (c) The Company shall deliver to Acquisition Sub on or prior hereby consents to the Acceptance Timereasonable use of the Acquired Companies’ logos and other trademarks in connection with the Debt Financing in a manner usual and customary for debt financings of a type similar to the Debt Financing; provided, that such logos and trademarks are used solely in a payoff letter manner that is not intended to, and is not reasonably likely to, harm or disparage the Acquired Companies or their reputation. (d) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 7.14 will be kept confidential in accordance with the Non-Disclosure Agreement, except that Parent and Purchaser will be permitted to disclose such information to any Debt Financing Source or prospective Debt Financing Source and other financial institutions that are or may become parties to the Debt Financing (and, in each case, to their respective Representatives) so long as such Persons: (i) agree to be bound by the Confidentiality Agreement as if parties thereto, or (ii) are otherwise subject to other customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.14 represent the sole obligation of the Acquired Companies and their respective Affiliates with respect to cooperation in connection with the Credit Debt Financing. (f) None of the Acquired Companies, their respective Affiliates nor any of their respective Representatives shall have no liability whatsoever to Parent in respect of any financial information or data or other information (including any financial statements or other information) provided pursuant to this Section 7.14. (g) Notwithstanding this Section 7.14 or anything else in this Agreement, dated as Parent and Purchaser affirm that it is not a condition to the Closing or to any of June 27its other obligations under this Agreement that Parent, 2011, Purchaser or any of their respective Affiliates obtain financing for or related to any of the transactions contemplated by and among this Agreement (including all or any portion of the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to timeDebt Financing), which payoff letter shall substantially provide (subject to customary exceptions).

Financing Cooperation. (a) Prior to the Acceptance Timeearlier of the Effective Time and the valid termination of this Agreement in accordance with ‎‎Article VIII, to the extent reasonably requested by Parent in writing (which written request may be delivered over email) with reasonable prior notice and at Parent’s sole cost and expense, the Company shall, and shall cause use its subsidiaries reasonable best efforts to, and shall use its reasonable best efforts to cause the each of its Subsidiaries, its and their respective officers, employees, consultants and advisors, including legal and accounting advisors, members of the Company senior management and its subsidiaries and their respective Representatives to use reasonable best efforts to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, : (i) making participate (and cause senior management and advisors of the Company and its subsidiaries available to participate participate) in a reasonable number of meetings, presentations, road shows meetings and due diligence sessions in respect of the Debt Financing (to the extent required by the Debt Financing Sources); (ii) assist Parent with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank providing information memoranda or similar documents required reasonably requested in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting preparation by Parent with Parent’s preparation of pro forma financial information and pro forma financial statements to the extent required by the Debt Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank pro forma adjustments desired to be incorporated into any information memoranda, prospectuses, business projections and similar documents used in connection with the Debt Financing, or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; (iii) assist Parent in connection with (A) the preparation of any disclosure schedules to the Debt Financing Documents and providing information reasonably necessary to complete customary estimates perfection certificates and other forward-looking customary loan documents required in connection with the Debt Financing, (B) the preparation, execution and delivery of any Debt Financing Documents and any other certificates or documents with respect to the Debt Financing, in each case, as may be reasonably requested by Parent or the Debt Financing Sources, and (C) to the extent required by the terms of the Debt Commitment Letter, otherwise facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing on the Closing Date, it being understood that any such documents will not be recorded or take effect until the Effective Time; (iv) furnish Parent upon reasonable written request with such financial and other pertinent information regarding the further performance of the business of the Company and its subsidiaries Subsidiaries (including information regarding the business and operations thereof), to the extent prepared by the Company in the ordinary course of business, as may be reasonably requested by Parent to assist in the preparation of customary information documents used in financings associated with leveraged buyouts of comparable sized companies (which, for the avoidance of doubt, will not include any Excluded Information); (v) assist in the taking of all corporate and other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, on the Closing Date (iii) including using reasonable best efforts to cause its independent accountants directors and officers who will continue to provide assistance hold such offices and cooperation positions from and after the Closing to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness execute resolutions or consents of the Company (with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing), it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered no such corporate or other action will take effect prior to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture Closing; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; and (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 three (3) Business Days prior to the Acceptance Time Closing, furnish Parent with all documentation documentation, certifications and other information about the Company and its subsidiaries Subsidiaries as is reasonably requested by Parent at least nine (9) Business Days prior to Closing, in accordance with the requirements of the Debt Financing Sources, required by under applicable “know your customer” ”, beneficial ownership and anti-money laundering rules and regulations (including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and PATRIOT Act). (xib) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business Nothing in this ‎Section 6.14 or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end provision of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage this Agreement will require the Company or any of its Subsidiaries to, in connection with the Debt Financing, (i) waive or amend any terms of this Agreement or any other Contract, provide any additional security or guarantees prior to the reputation Effective Time or goodwill pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement by or on behalf of Parent, (ii) enter into any definitive agreement prior to the Effective Time, (iii) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time for which it is not simultaneously indemnified by Parent or its Affiliates in a manner reasonably satisfactory to the Company, (iv) prepare or provide any Excluded Information, or (v) take any action (or cause its Subsidiaries or its and their respective members of senior management to take any action) that in the good faith judgment of the Company would (A) unreasonably interfere with its or its Subsidiaries’ business operations; (B) create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; (C) cause any representation or warranty or covenant contained in this Agreement to be breached or cause any closing condition set forth in ‎Article VII to fail to be satisfied; (D) give rise to a material risk of waiving any attorney-client, work product, or similar privilege of the Company and its Subsidiaries; provided, that the Company will inform ▇▇▇▇▇▇ and Merger Sub of the general nature of the document or information being withheld (to the extent doing so would not give rise to a material risk of waiving any such privilege) and reasonably cooperate with Parent and Merger Sub in seeking to provide such document or information in a manner that would not give rise to a material risk of waiving any such privilege, (E) result in a material violation or material breach of, or material default under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound or (F) result in a violation of applicable Law or breach of the Governing Documents of the Company and its Subsidiaries. In addition, (A) no action, liability, or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (in each case other than customary authorization or representation letters and “know-your-customer”, beneficial ownership and anti-money laundering rule and regulation (including the PATRIOT Act) information required to be provided in connection with the Debt Financing), and (B) neither the Company nor any of its Subsidiaries (nor any officer or director thereof) will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing that is not contingent on the occurrence of the Closing or must be effective prior to the Effective Time. Nothing in this ‎Section 6.14 will require (1) any Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action under this ‎Section 6.14 that could reasonably be expected to result in personal liability to such Representative or (2) the Company Board, the Company Special Committee or the board of directors, managers, managing member or any similar controlling body of their logos and on such other customary terms and conditions as any Subsidiary of the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver pass resolutions or consents to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost approve or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with authorize the Debt Financing, (ii) incur any liability (or cause their respective directorsin each case, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect shall only be executed by officers and directors which will continue to information memoranda, authorizing be authorized after the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material Effective Time). All non-public or other confidential information provided by the Company pursuant to this Section 6.14 will be kept confidential in accordance with respect the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources (and, in each case, to their respective Representatives) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto or (ii) are otherwise subject to other customary confidentiality undertakings. (c) Parent shall indemnify and hold harmless the Acquired Companies, and each of their respective directors, officers and employees, from and against any and all losses incurred in connection with the Debt Financing or any information, assistance or activities provided in connection therewith, except to the Company extent arising from (i) any material inaccuracy of any historical written information furnished in writing by or on behalf of the Acquired Companies, taken as a whole, including financial statements or (ii) the gross negligence, bad faith or willful misconduct of the Acquired Companies or any of its subsidiaries their respective directors, officers, employees or their securities for purposes Representatives as determined by a final, non-appealable judgment of United States federal securities laws, and other than consents a court of accountants for use of their reports in any materials relating to the matters described above)competent jurisdiction. Furthermore, Parent shall, promptly upon request by the Company, shall reimburse the Company Acquired Companies for all any reasonable, documented in reasonable and documented detail, out-of-pocket costs and expenses incurred by the Company, its subsidiaries Acquired Companies and its and each of their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify directors, officers and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them employees in connection with the Debt Financing or such assistance requested by Parent or its Representatives. (d) Obtaining Debt Financing is not a condition to the Closing, and in event that Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in ‎Article VII and ‎Section 9.02(b), to consummate the Merger. (e) In no event will Parent or Merger Sub enter into any information utilized Contract expressly prohibiting or seeking to prohibit any bank, investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any Person, in each case in connection therewith (other than any information provided in writing specifically for use by or on behalf of with a transaction relating to the Company or any of its subsidiaries)Subsidiaries or in connection with the Merger, in each case other than and Parent and Merger Sub will not consent to the extent entry into any such Contract by any of their respective Representatives (which will be deemed to include each direct investor in Parent or Merger Sub or any other potential financing sources of Parent, Merger Sub and such investors). (f) Notwithstanding anything to the foregoing arises from the bad faithcontrary contained in this Agreement, gross negligence or willful misconduct of, or a breach of this Agreement by, ‎Section 6.14 will only constitute a material breach of the Company or for purposes of ‎Section 7.02(b) if (x) the Company shall have breached any of its subsidiaries or their respective affiliatesobligations under this ‎Section 6.14, officers, directors, employees, accountants, agents or representatives. (cy) The Parent has provided the Company shall deliver to Acquisition Sub on or prior with notice in writing of such breach (with reasonable specificity as to the Acceptance Timebasis for any such breach) and the Company has failed to cure such breach within three (3) Business Days thereof, a payoff letter with respect to and (z) such breach shall have been the Credit Agreement, dated as proximate cause of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)Debt Financing not being consummated.

Financing Cooperation. (a) Prior TransGlobe agrees to the Acceptance Time, the Company shalluse commercially reasonable efforts to provide, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause the each of its Subsidiaries and each of their respective officersRepresentatives to provide, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent VAALCO in connection with obtaining the borrowing or an issuance of debt by VAALCO, AcquireCo and/or any liability management transaction (including, without limitation, any exchange offers, consent solicitations or tender offers) with respect to debt existing on the date hereof of TransGlobe or its Subsidiaries (collectively, a “Debt Financing”), including, without limitation to, upon reasonable notice: (i) making senior provide assistance with any discussions of and/or furnish, as applicable, such business, financial statements, pro forma financials, projections, management discussion and advisors of the Company analysis and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows other customary financial data and due information (including diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents materials) reasonably required in connection with the any Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective TimeFinancing, (ii) assisting Parent direct their respective independent accountants to provide customary and reasonable assistance in connection with Parent’s preparation any Debt Financing, including in connection with providing customary comfort letters and consents, (iii) obtain customary payoff letters, releases of pro forma financial information and pro forma financial statements liens and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used instruments of termination or discharge reasonably requested by VAALCO in connection with the Debt Financing repayment of debt of TransGlobe and providing customary estimates its Subsidiaries (provided that the effectiveness of any such arrangements shall be contingent on the completion of the Arrangement) and (iv) authorize and facilitate discussions, meetings and other forward-looking financial information regarding engagement by VAALCO, its Subsidiaries or affiliates with the further performance current lenders, noteholders or other providers of existing indebtedness to TransGlobe or any of its Subsidiaries for the purpose of obtaining Debt Financing, including by necessary or appropriate waivers of the business of the Company Confidentiality Agreement to permit such activities. VAALCO (or, at VAALCO’s direction, AcquireCo) shall reimburse TransGlobe for all reasonable out-of-pocket costs or expenses incurred by TransGlobe and its subsidiaries Subsidiaries in connection with cooperation provided for in this Section 5.13 to the extent the information requested was not otherwise prepared or available in the ordinary course of business. (b) Prior to the Effective Date, none of TransGlobe, its Subsidiaries or its or their respective Representatives shall be required to take any action that: (i) would contravene any applicable Law or any agreement that relates to borrowed money to which TransGlobe or any of its Subsidiaries are a party: (ii) would reasonably requested by be expected to impair or prevent the Debt Financing sources, and providing customary authorization and representation letters satisfaction of any condition in connection therewith, Article 6 hereof; or (iii) using reasonable best efforts would subject such Person to cause its independent accountants actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide assistance and cooperation to Parentany indemnity in connection with any Debt Financing or their performance of their respective obligations under this Section 5.13 or any information utilized in connection therewith (except, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation case of any pro forma financial statements to be included this paragraph (iii) in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company respect of TransGlobe and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documentsits Subsidiaries, to the extent reasonably requested by Parentsuch liability, and otherwise reasonably facilitating cost, expense or indemnity is conditional upon the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness occurrence of the Company Effective Time). VAALCO (it being understood or, at VAALCO’s direction, AcquireCo) shall indemnify and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) hold harmless TransGlobe and its subsidiaries, Subsidiaries and executing their respective Representatives from and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture against any and all costs suffered or incurred by them in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and the performance of their respective officers, employees, consultants obligations under this Section 5.13 and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other any information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, utilized in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent connection therewith (other than Rule 3-09, Rule 3-10 arising from information provided by TransGlobe or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved its Subsidiaries specifically for use in the Debt Financing pursuant to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (Ethis Section 5.13), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company TransGlobe hereby consents to the use of the logos of TransGlobe or its and its subsidiaries’ logos Subsidiaries in connection with the any Debt Financing; provided provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company TransGlobe or any of its Subsidiaries or the reputation or goodwill of the Company TransGlobe or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesSubsidiaries. (c) The Company shall deliver to Acquisition Sub on VAALCO acknowledges and agrees that the consummation of the transactions contemplated by this Agreement is not conditioned upon the consummation of, or prior to the Acceptance Time, a payoff letter with respect to receipt by VAALCO or AcquireCo of the Credit Agreement, dated as of June 27, 2011, by and among the Companyproceeds of, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)Debt Financing.

Financing Cooperation. (a) Prior to the Acceptance Time, the The Company shall, shall and shall cause its subsidiaries the Subsidiaries of the Company to, at Parent’s sole expense, use its and shall use their respective reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation in connection with arranging, obtaining and syndicating the Financing as may be reasonably requested by Parent as is necessary and customary in connection with obtaining the Debt arrangement of financings similar to the Financing; provided that such requested cooperation is consistent with Applicable Law and does not unreasonably interfere with the ongoing operations of the Company or any Subsidiary of the Company. Such cooperation by the Company and the Subsidiaries of the Company shall include, including, in each case at the reasonable request of Parent: (i) making senior management preparing and advisors of furnishing Parent and the Financing Sources, not later than a time reasonably sufficient to allow Parent to satisfy the conditions in the Debt Commitment Letters, all Required Information and all other financial and other pertinent information and disclosures regarding the Company and its subsidiaries available the Subsidiaries as may be reasonably requested by Parent for use in connection with the Financing, (ii) causing the Company’s senior officers to participate in a reasonable number of lender meetings, presentations, road shows rating agency presentations and due diligence sessions meetings at reasonable times and upon reasonable advance notice, (iii) assisting Parent and the Financing Sources in the preparation of Debt Marketing Documents (and any supplements thereto) solely with proposed lendersrespect to information relating to the Company and the Subsidiaries, (iv) reasonably cooperating with the marketing efforts of Parent and the Financing Sources in connection with the Financing, underwriters, initial purchasers or placement agents, including direct contact between such management of the Company and potential lenders in sessions the Financing, (v) reasonably cooperating with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents Parent’s legal counsel in connection with customary legal opinions required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Financing, (iivi) reasonably assisting Parent with Parent’s in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters, including assisting Parent and the Financing Sources in the preparation of pro forma financial information and pro forma financial statements and other customary materials for rating agency presentationspresentations solely with respect to information relating to the Company and the Subsidiaries, (vii) reasonably assisting in the preparation of, offering and executing and delivering, definitive Financing Agreements and other customary financing documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections including guarantee and similar collateral documents used and other certificates and documents as may be reasonably requested by Parent, (viii) facilitating the pledging of collateral for the Financing (including delivery of original stock certificates and original stock powers of the Subsidiaries to the extent required on the Closing Date in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by available to the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, Company), (iiiix) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating assist the Financing Sources in drafting sessions and accounting due diligence sessions, assisting in benefiting from the preparation of any pro forma financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness existing lending relationships of the Company Company, (it being understood x) taking all ministerial company actions, subject to and agreed that only effective upon the Company’s obligations to provide payoff letters in respect occurrence of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiariesEffective Time, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate permit the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations consummation of the SECFinancing, (xi) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 three Business Days prior to the Acceptance Time Closing Date, providing all documentation and other information about the Company and its subsidiaries required the Subsidiaries as is reasonably requested in writing by Parent at least ten Business Days prior to the Closing in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA Patriot Act PATRIOT Act, and (xii) using reasonable best efforts to obtain customary payoff letters and lien terminations, if applicable, to the extent requested at least 8 calendar days prior necessary to allow for the payoff, discharge and termination of (i) the Credit Agreement, dated as of February 24, 2014, between the Company and the financial institutions listed therein as lenders, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and ▇.▇. ▇▇▇▇▇▇ Securities LLC as lead arranger and sole bookrunner, as amended to date and (ii) the Credit Agreement, dated as of February 24, 2014, between the Company and JPMorgan Chase Bank, N.A. as lender, as amended to date. Notwithstanding anything in this Agreement to the anticipated Acceptance Timecontrary, and (xiA) neither the Company nor any Subsidiary of the Company shall be required to pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other actual or potential liability or obligation in connection with the Financing (or any alternative financing) that is not subject to the occurrence of the Acceptance TimeClosing, taking all corporate actions necessary to permit consummation of the Debt Financing; provided(B) no director, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business manager, officer or operations employee of the Company or its subsidiariesany Subsidiary of the Company shall be required to deliver any certificate or take any other action pursuant to this Section 6.15(a) to the extent any such action would reasonably be expected to result in personal liability to such director, manager, officer or employee, (2C) delivery none of (A) the Company, any other financial information in a form not customarily prepared by of the Subsidiaries of the Company or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Financing (B) or any financial information with respect to a fiscal period alternative financing), provided that has not yet ended, or this clause (C) shall not prohibit the adoption or execution of any financial statement with respect to any fiscal quarter (other resolutions or consents effective no earlier than the fourth quarter) prior to the date Closing Date by any persons that is 40 days after the end shall remain or will become officers or directors of the applicable fiscal quarterCompany or any of the Subsidiaries of the Company as of the Effective Time, or and (D) neither the Company nor any financial statement with respect to a fiscal year prior to the date that is 60 days after the end Subsidiary of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available Company shall be required to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of take any action that would conflict with or violate (x) reasonably be expected, in the reasonable judgment of the Company’s Restated Certificate , to conflict with, or result in any violation or breach of, any Applicable Law, any contract or obligations of Incorporation confidentiality (not created in contemplation hereof) binding on the Company or By-laws, in each case that are not contingent upon the earlier Subsidiaries of the Acceptance Time and the Effective Time or (y) any applicable LawsCompany. The Company hereby consents to the use of its the Company’s and its subsidiariesthe Subsidiaries’ logos in connection with the Debt FinancingFinancing in an form and manner mutually agreed in advance with the Company; provided provided, however, that such logos are used solely in a an manner that is not intended to intended, or reasonably likely likely, to harm harm, disparage or disparage otherwise adversely affect the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredCompany. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries the Subsidiaries of the Company and its and their respective representatives Representatives in connection with their respective obligations pursuant to this Section 6.106.15(a). Parent shall indemnify and hold harmless the Company, its subsidiaries and its the Subsidiaries of the Company and their respective representatives Representatives, from and against any and all claims, losses, liabilities, damages, claimsjudgments, inquiries, fines and reasonable fees, costs or expenses and expenses, including attorneys’ fees and disbursements suffered or incurred by any of them in connection with the Debt Financing or any Alternative Financing and any information utilized supplied or provided in connection therewith (other than except to the extent suffered or incurred as a result of (i) the gross negligence, willful misconduct or material breach of this Agreement by the Company, any information provided in writing specifically for use by or on behalf of the Company Subsidiary or any of its subsidiaries)Representative thereof, in each case as determined by a court of competent jurisdiction, or (ii) any inaccuracy (other than any immaterial inaccuracy) in the historical financial information provided to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, Parent by the Company or any pursuant to clause (a) in the definition of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives“Required Information”). (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance TimeClosing Date and subject to Section 6.14(c), the Company shall, and shall cause its subsidiaries toprovide, and shall use reasonable best efforts to cause the respective officersits Company Subsidiaries and Representatives to provide, employeeson a timely basis, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such all cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management that is necessary and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required customary in connection with the Debt Financing, including the New Notes (as defined in the Debt Commitment Letter), or any replacement, amended, modified or alternative financing elected by Parent and including any financing to refinance (at Parent’s option) the Notes (collectively with the Debt Financing, the “Available Financing”). Without limiting the generality of the foregoing, such cooperation and reasonable best efforts for purposes of this Section 6.14(a) in any event shall include to: (i) provide Parent and the Financing shall contain disclosure reflecting Sources and their respective agents with (A) the financial statements and other financial information regarding the Company and/or and the Company Subsidiaries identified in clauses (A) and (B) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) and (B) such financial information related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the pro forma financial statements identified in clause (C) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter as of the date hereof (or Affiliates any similar pro forma financial statements required in connection with any Available Financing) and specified in writing by Parent to the Company; provided that the Company and the Company Subsidiaries shall have no obligation to prepare or provide any pro forma financial statements or projections (all information required to be delivered pursuant to this clause (i) being referred to as the obligor only at and after the Effective Time, “Required Information”); (ii) participate (including by making members of senior management with appropriate seniority and expertise, reasonably available to participate alongside senior management of Parent) in customary syndication and marketing activities, including sessions with the ratings agencies, in connection with the Available Financing; (iii) reasonably cooperate with the Financing Sources’ and their respective agents’ customary due diligence; (iv) reasonably cooperate with the marketing efforts for any portion of the Available Financing, including using its reasonable best efforts to assist the financing sources in involving the Company’s existing lending and investment banking relationships in any syndication efforts in connection with the Available Financing; (v) assisting Parent in Parent’s preparation of customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A and/or Regulation S under the Securities Act), registration statements, prospectuses and prospectus supplements under the Securities Act and other materials in connection with a syndicated bank financing, securities offering or other debt offering in connection with such Available Financing to the extent relating to the Company and the Company Subsidiaries; (vi) assist Parent with Parent’s preparation of pro forma financial information statements and pro forma financial statements information; (vii) instruct its certified independent auditors to provide (x) consent to use of their reports in any materials relating to the Available Financing, including SEC filings and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with memoranda that include or incorporate the Debt Financing and providing customary estimates and other forward-looking Company’s consolidated financial information regarding the further performance of the business of and their reports thereon in accordance with normal customary practice and (y) customary auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to the Company and its subsidiaries the Company Subsidiaries in customary form; (viii) use reasonable best efforts to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, provide (iii) including using reasonable best efforts to obtain such documents from its advisors) customary certificates and other customary closing documents as may be reasonably requested by Parent or the Financing Sources; (ix) cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation taking of any pro forma financial statements to be included in corporate actions within the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to control of the Company and providing any reasonably necessary “comfort letters”, to permit the completion of the Available Financing; (ivx) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parentnecessary, and otherwise reasonably facilitating use reasonable best efforts to facilitate the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, collateral and executing and delivering an officer certificate, pledge and security documents (and any other documents or instruments required to be delivered to for the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates creation and documentation do not contain any statements or representations that are not factually accurate perfection of security interests in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause collateral securing the Company to breach Available Financing) or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries definitive financing documents reasonably requested by Parent as promptly as practicable following such request to consummate or the Debt FinancingFinancing Sources (including guarantees and other deliverables), including all historical financial statements and historical financial data regarding provided, however, that no obligation of the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations or any of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 Company Subsidiaries under any such agreement or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements instrument under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), x) shall be effective until the “Required Financial Information”), Closing Date; (ixxi) taking all actions so long as such information is reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing by Parent at least 4 10 Business Days prior to the Acceptance Time Closing Date, use reasonable best efforts to provide, at least five (5) Business Days prior to the Closing Date, to the Financing Sources all documentation and other information about with respect to the Company and its subsidiaries the Company Subsidiaries and reasonably requested by such Financing Sources that such Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot PATRIOT Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xixii) subject provide to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) Parent such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial pertinent information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as and update such information, describing the Company or its Subsidiaries to solvency be used in marketing or any legal opinions, or (4) the taking of any action that would conflict offering materials prepared in accordance with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos normal customary practice in connection with the Debt Financing; provided that Available Financing such logos are used solely in that, after giving effect to such updates, (A) such information, when taken as a manner that is not intended to or reasonably likely to harm or disparage whole along with the Company or any of its Subsidiaries or Reports filed by the reputation or goodwill Company since January 1, 2014 through such date, does not contain as of the Company time provided, any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of its Subsidiaries or any of their logos the circumstances under which such statements were made and on (B) the financial statements and other financial information included in such other customary terms updated information and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information are sufficiently current pursuant to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide Rule 3-12 under Regulation S-X to the Company within four Business Days after extent applicable and permit the delivery of such notice Company’s independent auditors to issue a written notice that describes customary comfort letter, including customary “negative assurance” comfort (in accordance with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliverednormal practices and procedures). (b) Notwithstanding anything in this Section 6.10 to the contraryParent shall promptly, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company, the Company Subsidiaries and each of their Affiliates, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company, its subsidiaries and its and the Company Subsidiaries or any of their respective representatives Affiliates, as applicable, in connection with the cooperation of the Company, the Company Subsidiaries and any of their respective obligations pursuant to Affiliates, as applicable, contemplated by this Section 6.106.14. Parent shall indemnify and hold harmless the Company, its subsidiaries the Company Subsidiaries and their Affiliates (and its and their respective 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 Debt Financing or Available Financing and any information utilized used in connection therewith therewith, in each case except to the extent such losses, damages, claims, costs or expenses arise from (other than any i) historical information provided in writing specifically for use by the Company or on behalf any Company Subsidiary or (ii) the bad faith or willful misconduct of the Company or any Company Subsidiary, as finally determined by a court of its subsidiaries), competent jurisdiction. (c) Notwithstanding anything in each case other than this Agreement to the extent contrary, neither the Company nor any of the foregoing arises from Company Subsidiaries shall be required to take or permit the bad faithtaking of any action pursuant to this Section 6.14 that would (i) unreasonably interfere with the business or ongoing operations of the Company and the Company Subsidiaries, gross negligence or willful misconduct of(ii) in connection with any Available Financing other than the Debt Financing contemplated by the Debt Commitment Letter (including, or breach for the avoidance of this Agreement bydoubt, the New Notes (as defined in the Debt Commitment Letter)) as in effect on the date hereof and referenced in Section 5.14, impose on the Company or any of the Company Subsidiaries or any of its subsidiaries or and their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or representativesother commitment than those that had already been (or would have been) imposed on them in the context of the Debt Financing contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 5.14, (iii) cause any representation or warranty in this Agreement to be breached by the Company or any of the Company Subsidiaries, (iv) require the Company or any of the Company Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Available Financing prior to the Closing or have any obligation of the Company under any agreement, certificate, document or instrument be effective until the Closing, (v) cause any director, officer or employee or stockholder of the Company or any of the Company Subsidiaries to incur any personal liability, (vi) conflict with the organizational documents of the Company or any of the Company Subsidiaries or any Laws, (vii) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which the Company or any of the Company Subsidiaries is a party, (viii) provide access to or disclose information that the Company or any of the Company Subsidiaries determines would jeopardize any attorney–client privilege of the Company or any of the Company Subsidiaries, (ix) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period or (x) authorize any corporate action of the Company or any of the Company Subsidiaries that would become effective prior to the Closing. (cd) The Parent acknowledges and agrees that, other than out-of-pocket costs and expenses subject to reimbursement pursuant to this Section 6.14, neither the Company nor any of the Company Subsidiaries and Representatives shall deliver have any responsibility for, or incur any liability to, any Person under, any Debt Financing that Parent may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to Acquisition Sub on this Section 6.14; provided, however, that this Section 6.14(d) is not intended to override or prior to mitigate the Acceptance Time, a payoff letter with respect to the Credit Company’s obligations under this Agreement, dated as of June 27including without limitation, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, Section 6.14(a). All non-public or otherwise modified from time confidential information regarding the Company or any of the Company Subsidiaries obtained by Parent or its Representatives pursuant to time), which payoff letter this Section 6.14 shall substantially provide (subject to customary exceptions)be kept confidential in accordance with the Confidentiality Agreement.

Financing Cooperation. (a) Prior to the Acceptance TimeClosing Date, the Company shall, and shall cause its subsidiaries Subsidiaries and their respective Representatives to, and shall use its commercially reasonable best efforts to cause the respective officersprovide, employeesin each case, consultants all cooperation as is necessary and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation customary or as may be reasonably requested by required under the terms of any Debt Financing, to assist Parent and Merger Sub in connection with obtaining the Debt Financing, including, : (i) making senior management if required under the terms of any Debt Commitment Letter or definitive documents related thereto, furnishing Parent and advisors of Merger Sub, as promptly as reasonably practicable, with (I) the financial statements required by the Debt Commitment Letter and (II) other financial and other data regarding the Company and its subsidiaries Subsidiaries to the extent available to participate the Company; (ii) providing reasonably promptly to Parent and Merger Sub such other information regarding the Company and its Subsidiaries that is readily available or within the Company’s or such Subsidiary’s possession, in a reasonable number of meetingseach case, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required as is reasonably requested in connection with the Debt Financing shall contain disclosure reflecting Financing; (iii) if required under the Company and/or its Subsidiaries terms of any Debt Commitment Letter or Affiliates as the obligor only at definitive documents related thereto, executing and after the Effective Timedelivering reasonable and customary officers’ certificates, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements secretary certificates, perfection certificates, and other materials for rating agency presentationsdocumentation required by the Debt Financing Sources and the definitive documentation related to the Debt Financing, offering documentsand reasonably facilitating the making of guarantees and granting of security interests (and perfection thereof) in collateral, private placement memorandain each case contingent upon, registration statementsor the effectiveness thereof to be subject to, bank information memorandathe occurrence of the Closing; (iv) delivering possessory collateral (such as certificated equity and promissory notes) within its possession or control to the Debt Financing Sources, prospectuses, business projections and subject to the occurrence of the Closing; (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in the Debt Commitment Letter or any definitive documentation relating to the Debt Financing that are within its control; (vi) taking all reasonably requested formal corporate or similar documents used actions in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding execute the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09case, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance TimeClosing; and (vii) using commercially reasonable efforts to deliver applicable supporting information and documentation and assisting with, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such and providing reasonable cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet endedto, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) customary appraisals and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredfield exams. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance Time, the Company shall, and shall cause its subsidiaries to, and 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) negotiate and enter into definitive agreements with respect to the 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 Section 6.16(b), prior to and after the Closing, Seller shall, and shall cause the other members of the Seller Group and its and their respective officers, employees, consultants employees and advisors, advisors (including legal counsel and accounting advisors, of the Company and its subsidiaries accountants) to, provide to Parent such cooperation Purchaser all cooperation, on a timely basis, as may be reasonably requested by Parent Purchaser in connection with obtaining the Debt Financing (or any Alternative Financing), including, which cooperation shall include using reasonable best efforts to timely: (i) making cause senior management and advisors other appropriate employees of the Company and its subsidiaries available Business to participate in a reasonable number of meetings, presentations, road shows and shows, due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, agencies on reasonable advance notice; (ii) assisting Parent assist with Parent’s the preparation of pro forma financial information materials (including business projections and pro forma financial statements and other materials similar materials) for rating agency agency, lender and investor presentations, offering documents, private placement memoranda, registration statements, bank information and syndication memoranda, prospectuses, business projections marketing materials and similar documents used in connection with the Debt Financing and providing customary estimates or any Alternative Financing, including to cause management and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries personnel to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters participate in connection therewith, related drafting sessions; (iii) using reasonable best efforts to cause its independent accountants to provide assistance furnish Purchaser and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma relevant financing sources non-financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness information of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, type required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder of type and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise form customarily included in private placement memoranda relating to private placements of debt securities under Rule 144A of the Securities Act and bank information memorandaor registered offerings of debt securities under the Securities Act by strategic acquirors of businesses to finance such acquisitions, in each case to consummate any offering of the type securities contemplated by the Debt Financing, and Financing (C) as is otherwise necessary in order it being understood that Purchaser shall have the right to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from include the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) provided by Seller under this clause (viii)iii) and the other Required Information in a current report filed with the SEC) (such information, together with the Audited Business Financial Statements, the “Required Quarterly Financial Information”)Statements, (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s Monthly Financial Reports, any replacements or restatements thereof and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating supplements thereto, including inventory appraisals and field auditsand, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E)the Audited Business Financial Statements, such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiariesauditors’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omissionreport thereon, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than including consents of accountants for use of their reports in any materials relating to the matters described aboveFinancing or any Alternative Financing, the “Required Information”). Furthermore; provided, Parent shallhowever, promptly upon request 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 Companyrelevant 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 Alternative Financing. Purchaser shall reimburse the Company Seller for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this the Financing and any Alternative Financing, including such costs incurred in connection with compliance with Section 6.106.14. Parent Purchaser shall indemnify and hold harmless Seller, the Company, its subsidiaries and its other members of the Seller Group and their respective directors, officers, employees and representatives from and against any and all losses, damages, claims, costs or expenses Losses suffered or incurred by any of them in connection with the Debt arrangement of the Financing (or any Alternative Financing) and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativestherewith. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance Time, the The Company shallshall cooperate with, and shall cause its subsidiaries toand its and their respective representatives to cooperate with, Parent and its financing sources in connection with the arrangement of financing related to the transactions contemplated by this Agreement. Such cooperation shall use reasonable best efforts include, to cause the respective officersextent both reasonably requested by Parent and reasonably required in connection with such financing, employees(i) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company and its subsidiaries as may be reasonably requested by Parent, consultants (ii) providing direct contact between prospective financing sources and advisorsthe officers the Company, including legal and accounting advisors, (iii) providing assistance in extinguishing existing indebtedness of the Company and its subsidiaries toand releasing liens securing such indebtedness, provide in each case to Parent such take effect at the Effective Time, (iv) cooperation as may be reasonably requested by Parent with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with obtaining the Debt Financing, includingsuch financing, (iv) making senior management assisting Parent in obtaining legal opinions to be delivered in connection with such financing and advisors (vi) assisting Parent in securing the cooperation of the independent accountants of the Company and its subsidiaries available to participate subsidiaries; provided, in a reasonable number of meetingseach case, presentations, road shows and due diligence sessions that (a) such requested cooperation does not unreasonably interfere with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with disrupt the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives ongoing operations of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear take any out-of-pocket cost action that would subject them to any liability or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any commitment or other similar fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing such financing prior to the Effective Time unless reimbursed or indemnified by Parent to the reasonable satisfaction of the Company and (iiic) neither the Company nor any of its subsidiaries shall be required to enter into any credit agreement, security agreement or commitment other agreement in connection with the arrangement of financing related to the transactions contemplated by this Agreement or take any action that would be effective encumber any of its assets prior to the Effective Time Time. (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, b) Parent shall, promptly upon request by the Company, reimburse the Company and its subsidiaries for all reasonable and documented out-of-pocket expenses and costs and expenses (including reasonable attorneys’ fees) incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and Company’s or its subsidiaries’ obligations under this Section 6.8 or any information utilized other provision in this Agreement that obligates them to provide cooperation in connection therewith (other than any information provided in writing specifically for use by or on behalf with the arrangement of the Company or any of its subsidiaries), in each case other than financing related to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of transactions contemplated by this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesAgreement. (c) The Company shall deliver to Acquisition Each of Parent and Merger Sub on or prior acknowledges and agrees that neither obtaining financing related to the Acceptance Timetransactions contemplated by this Agreement, nor completing any issuance of securities contemplated by such financing, is a payoff letter with respect condition to the Credit AgreementClosing, dated as and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplementedavailability of such financing, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)the completion of any such issuance.

Financing Cooperation. (a) Prior 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) maintain in effect the Commitment Letter until the Merger and the other transactions contemplated by this Agreement are consummated, (ii) timely negotiate definitive agreements with respect to the Acceptance Timefacilities 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 until the earlier 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 the its and their respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries Representatives to, provide to Parent such all cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financingarrangement and consummation of the Financing or any alternative financing arrangements entered into to provide funds for the aggregate Merger Consideration, includingand all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement (i) making senior management and advisors provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries available Subsidiaries), including using reasonable best efforts to (i) participate in a reasonable number of meetingsrequested meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders, underwriters and purchasers of, the Financing and the Company’s senior management and Representatives), presentations, road shows and shows, due diligence sessions, drafting sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required agencies in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective TimeFinancing, (ii) assisting Parent assist with Parent’s the preparation of pro forma financial information and pro forma financial statements and other (A) materials for rating agency presentations and investor presentations, offering documents, private placement memoranda, (B) registration statements, prospectuses, offering memoranda and private placement memoranda (including use of reasonable best efforts to obtain any consents of accountants for use of their reports in any of the foregoing), (C) bank information memorandamemoranda (including a public-side version thereof) and (D) similar documents, prospectuses, business projections and similar documents used in each case required or customary in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent or otherwise reasonably requested by Parent, (iii) execute and otherwise 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 facilitating requested by the pledging Financing Sources, (iv) provide customary authorization letters to the Financing Sources authorizing the distribution of collateralinformation 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) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of provide the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiarieslead arrangers or agents for, and executing prospective lenders, underwriters and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on handpurchasers of, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance Financing with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about required with respect to the Company and its subsidiaries required by Subsidiaries in connection with applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act 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 requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financingcustomary 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 herein in this Agreement shall require (1) such any cooperation to the extent it would interfere materially and unreasonably (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 or and its subsidiaries, Subsidiaries; (24) delivery of (A) any other financial information in a form not customarily prepared by require the Company or (B) any financial information with respect its Subsidiaries to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of take any action that would conflict with or violate (x) any applicable Laws or any provision of the organizational documents of the Company’s Restated Certificate of Incorporation , or By-lawsthat would result in a violation or breach of, or default under, any Specified Contract in each case that are not contingent upon the earlier effect as of the Acceptance Time and the Effective Time date of any such request; or (y5) result in any applicable Lawsofficer or director of the Company or its Subsidiaries incurring any personal liability in connection with the Financing. The Subject to Parent’s indemnification obligations under this Section 5.07, the Company hereby consents to the customary use of its and its subsidiariesSubsidiaries’ trademarks, service marks and logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, no obligation of their logos and on such other customary terms and conditions as the Company or its Subsidiaries under any certificate, document or instrument shall reasonably impose. If be effective until the Closing and the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company and its Subsidiaries shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear take any out-of-pocket cost action under any certificate, document or expense instrument that is not reimbursed pursuant to this Section 6.10(b) contingent upon the Closing or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time Closing (other than such management representation letters and authorization letters with respect to information memorandathan, authorizing the distribution of information to prospective lenders and containing in each case, customary representations that such information does not contain a material misstatement documents or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect 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 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 Subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use any of their reports in any materials relating to the matters described above)respective Representatives. Furthermore, Parent shall, shall promptly upon request by the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, Company or its subsidiaries and its and their respective representatives Subsidiaries in connection with their respective obligations pursuant to such cooperation. Parent acknowledges and agrees that obtaining the financing contemplated by this Section 6.10. Parent shall indemnify and hold harmless the Company5.07, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries)other financing, in each case other than is not a condition to the extent any of Closing, and affirms its obligations to consummate the foregoing arises from Merger and the bad faith, gross negligence or willful misconduct of, or breach of other transactions contemplated by this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)the conditions contained in Article VI) irrespective and independently of the availability of any such financing.

Financing Cooperation. (a) Prior to Upon the Acceptance Timerequest of Parent, the Company shall, shall use its commercially reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange and shall cause its subsidiaries consummate any amendment to, and shall use reasonable best efforts to cause or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the respective officers, employees, consultants and advisors, including legal and accounting advisors, ongoing operations of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a Subsidiaries. Such commercially reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing efforts shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documentsinclude, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and otherwise reasonably facilitating the pledging of collateralreasonable basis and upon reasonable notice, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives appropriate personnel of the Company and its subsidiariesSubsidiaries, (viib) assisting with due diligence activities provide, as promptly as reasonably practicable, information relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent as promptly as practicable following such request and/or the Financing Sources to consummate assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, including all historical financial statements (c) assist in the obtaining of customary payoff letters and historical financial data regarding instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its subsidiariesSubsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of Parent its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions)similar fee, (Bii) that is otherwise customarily included in private placement memoranda relating enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (Ciii) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested unless promptly reimbursed by Parent, (3) delivery of be required to incur any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos other expenses in connection with the Debt Financing; provided that such logos are used solely Financing or (iv) be required to take any action in his/her capacity as 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 director of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities lawsDebt Financing. Parent shall promptly, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-out of pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, Company or any of its subsidiaries and its and Subsidiaries or their respective representatives Representatives in connection with their respective obligations pursuant to to, and in accordance with, this Section 6.10. Parent 5.13, and shall indemnify and hold harmless the Company, its subsidiaries and its Subsidiaries and their respective representatives Representatives from and against any and all damages, losses, damagescosts, claims, costs liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information utilized used in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case Subsidiaries) and all other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, actions taken by and among the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the lenders party thereto Company informed on a reasonably current basis of the status of its efforts to arrange and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)consummate any Debt Financing.

Financing Cooperation. (a) Prior to If requested by the Acceptance TimePurchaser, the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause will provide the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such following cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Purchaser obtaining any Permitted Loan or Permitted Debt Financing shall contain disclosure reflecting Transaction: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in the form attached hereto as Exhibit C, and subject to the consent of the Company and/or its Subsidiaries (which will not be unreasonably withheld or Affiliates delayed), with such changes thereto as the obligor only at and after the Effective Timeare requested by such lender, (ii) assisting Parent with Parent’s preparation if so requested by such lender or counterparty, as applicable, re-registering the pledged Notes, the shares of pro forma financial information and pro forma financial statements and other materials for rating agency presentationsCompany Common Stock to be issued upon conversion of the Notes, offering documentsthe Warrants and/or Warrant Shares, private placement memorandaas applicable, registration statementsin the name of the relevant lender, bank information memorandacounterparty, prospectuses, business projections and custodian or similar documents used in connection with the party to a Permitted Loan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries only to the extent reasonably requested by the Debt Financing sourcessuch Purchaser or its Affiliates continues to beneficially own such pledged Notes, and providing customary authorization and representation letters in connection therewithWarrants and/or shares of Company Common Stock, (iii) using reasonable best efforts to cause its independent accountants to provide assistance entering into customary triparty agreements with each lender and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports Purchaser relating to the delivery of the Notes, the Warrants and/or shares of Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, Common Stock to the extent reasonably requested by Parent, and otherwise reasonably facilitating relevant lender for crediting to the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness relevant collateral accounts upon funding of the Company (it being understood loan and agreed that payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations obligation under Article II to provide payoff letters in respect issue the Notes, the Warrants and/or shares of Company Common Stock upon payment of the Credit purchase price therefor in accordance with the terms of this Agreement described in Section 6.10(c) below are as (including satisfaction of the conditions set forth in Section 6.10(c2.03(d)) belowand/or (iv) such other cooperation and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to assistance as the Trustee under Purchaser may reasonably request that will not unreasonably disrupt the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in operation of the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredbusiness. (b) Notwithstanding anything Anything in this Section 6.10 4.09(a) to the contrarycontrary notwithstanding, neither the Company nor any of its subsidiaries shall be required Company’s obligation to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee deliver an Issuer Agreement in connection with a Permitted Loan is conditioned on (x) the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior Purchaser delivering to the Effective Time or Company a copy of the loan agreement for the Permitted Loan to which the Issuer Agreement relates and (iiiy) enter into any agreement or commitment that would be effective prior the Purchaser certifying to the Effective Time Company in writing that (other than such management representation letters and authorization letters A) the loan agreement with respect to information memorandawhich the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, authorizing the distribution Purchaser has pledged the Notes, the Warrants and/or the underlying shares of information Company Common Stock as collateral to prospective the lenders and containing customary representations that under such information does not contain a material misstatement or omission, Permitted Loan and that the public-side versions execution of such documents, if any, Permitted Loan and the terms thereof do not include material non-public information with respect violate the terms of this Agreement, (B) to the Company or any of its subsidiaries or their securities for purposes of United States federal securities lawsextent applicable, and other than consents of accountants for use of their reports in any materials relating whether the registration rights under Article V are being assigned to the matters described above). Furthermorelenders under that Permitted Loan, Parent shall, promptly upon request (C) that an event of default (as contemplated by the CompanyMargin Loan Agreement as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, reimburse the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares and a transfer to a Third Party for all reasonable and documented out-of-pocket costs and expenses incurred by cash constitutes the Companyonly circumstances under which the Purchaser may sell the Notes, its subsidiaries and its and their respective representatives the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares in connection with their respective obligations pursuant order to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs satisfy a margin call or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries)repay a Permitted Loan, in each case other than to the extent necessary to satisfy or avoid a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement and (D) the Purchaser acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or inaccuracy in such certificate will be deemed a breach of this Agreement by, Agreement. Purchaser acknowledges and agrees that the statements and agreements of the Company or in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Purchaser under this Agreement the Purchaser shall not be entitled to use the statements and agreements of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesthe Company in an Issuer Agreement against the Company. (c) The Company’s obligation to deliver an Issuer Agreement in connection with a Permitted Debt Financing Transaction is conditioned on (x) the Purchaser delivering to the Company a copy of the agreement for such Permitted Debt Financing Transaction and (y) the Purchaser certifying to the Company in writing that (A) the counterparty to such Permitted Debt Financing Transaction is a bank or broker-dealer that is engaged in the business of financing debt securities and similar instruments, (B) the execution of such Permitted Debt Financing Transaction and the terms thereof do not violate the terms of this Agreement, (C) to the extent applicable, whether the registration rights under Article V are being assigned to the counterparty under that Permitted Debt Financing Transaction, (D) that an event of default (which shall be only credit events of the Purchaser and/or its controlled Affiliate and other events of default customary in margin lending and liquidity or debt leverage facilities) by the Purchaser or its controlled Affiliate constitutes the only circumstances under which the counterparty or counterparties under the Permitted Debt Financing Transaction may exercise rights and remedies to transfer to itself or sell, during the Restricted Period, the Notes, the underlying shares of Company Common Stock, the Warrants and/or the Warrant Shares purchased from Purchaser (or its controlled Affiliate) or held as a hedge, and (E) the risk of changes to the trading price of the Company’s Common Stock is not transferred, in whole or in part, to the counterparty to such Permitted Debt Financing Transaction in the absence of such an event of default. (d) Upon request by the Purchaser, the Company shall deliver consider in good faith any amendments to Acquisition Sub on this Agreement, the Indenture, the Notes or prior the Warrants proposed by the Purchaser necessary to facilitate the Acceptance Timeconsummation of a Permitted Loan transaction or Permitted Debt Financing Transaction, a payoff letter with and the Company shall consent to any such amendment that is not adverse in any respect to the Credit Agreementinterests of the Company (as determined in good faith by the Company or the Board of Directors, dated as excluding any SL Directors), it being acknowledged that the registration of June 27, 2011, the Notes and the Warrants and the related underlying shares of Company Common Stock for resale by and among the Target Registration Date is not adverse to the interests of the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions).

Financing Cooperation. (a) Prior to In connection with the Acceptance TimeDebt Financing, the Company shall, and Seller shall cause its subsidiaries touse commercially reasonable efforts to provide, and shall use its commercially reasonable best efforts to cause the respective officers, employees, consultants and advisorsits Representatives, including legal and accounting advisors, to provide (in all cases prior to the Closing), reasonable cooperation in connection with the arrangement of the Company and its subsidiaries to, provide to Parent such cooperation Debt Financing as may be reasonably requested by Parent the Purchaser and that is necessary or customary and is reasonably requested by the Purchaser in connection with obtaining the Purchaser’s efforts to obtain the Debt Financing, including, including using commercially reasonable efforts to: (i) making senior management and advisors of as promptly as practicable furnish the Company and its subsidiaries available Purchaser with information regarding the Business customarily included in marketing materials for financings similar to the financings contemplated by the Debt Commitment Letter; (ii) upon reasonable prior notice, reasonably participate in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, and drafting sessions and otherwise reasonably cooperate with customary marketing efforts for any of the debt financing contemplated by the Debt Commitment Letter; (iii) reasonably assist the Purchaser and the Lenders with the timely preparation of any customary bank information memoranda, lender presentations, road shows investor presentations and due diligence sessions similar customary documents for use in connection with proposed lenders, underwriters, initial purchasers or placement agents, the financing contemplated by the Debt Commitment Letter; (iv) cause the Transferred Entities to promptly execute and in sessions deliver to the Purchaser and the Lenders at least four Business Days prior to the Closing Date all documentation and other information with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents respect to the Business that is required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your know-your-customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act PATRIOT Act, and the requirements of 31 C.F.R. §1010.230, provided that such documentation and other information is requested at least eight Business Days prior to the Closing Date; and (v) cause the Transferred Entities to execute and deliver as of Closing (but not prior to Closing) any guarantee, pledge and security documents, and other definitive financing documents, or other certificates or documents as may be reasonably requested by the Purchaser or the Lenders (but not including any certificate from any officer or employee of the Business with respect to solvency matters) it being understood that such documents will not take effect until the Closing, and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the financing contemplated by the Debt Commitment Letter (including using commercially reasonable efforts to deliver any original stock certificates and related powers and any original promissory notes and related powers to the extent requested at least 8 calendar days prior intended to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation constitute collateral in respect of the Debt Financing), it being understood that such pledge and such documents with not take effect until the Closing; providedprovided that, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably in connection with the business or operations of the Company or its subsidiariescomplying with this Section 5.10(b), (2) delivery of (A) none of the Seller, any of its Subsidiaries or any of their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents or other financial information in a form not customarily prepared by the Company Representatives shall be required to pay (or (Bagree to pay) any financial information commitment or other fee or incur any Liability with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior matters relating to the date that is 40 days after the end of the applicable fiscal quarter, Debt Financing or (D) enter into any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos agreement in connection with the Debt Financing; provided Financing (except to the extent with regard to a Transferred Entity and effective upon or after the Closing), (B) the Seller and its Subsidiaries and their respective officers and employees shall not be required to take any action that would materially and unreasonably interfere with the operation of the business of the Seller or any of its Subsidiaries, (C) no such logos are used solely cooperation shall be required to the extent that it would (i) cause any condition to Closing in a manner that is not intended Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ii) reasonably likely be expected to harm cause any director, officer or disparage employee of the Company Seller or any of its Subsidiaries to incur any personal liability or (iii) cause any breach of any applicable Law or any Material Contract or organizational document to which the reputation Seller or goodwill any of its Subsidiaries is a party, (D) Seller and its Subsidiaries other than the Company Transferred Entities shall not be required to enter into, execute, or approve any agreement or other documentation, or agree to any change or modification of any existing agreement or other documentation except as otherwise expressly contemplated by this Agreement, and (E) the only financial statements that the Seller or any of its Subsidiaries shall be required to deliver in connection with this Section 5.10(b) shall be the Financial Statements. Nothing in this Agreement will require the Seller or any of its Subsidiaries or any of its or their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information respective Representatives to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall provide (or be deemed to have delivered require the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company Seller or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating Subsidiaries to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them prepare) in connection with the Debt Financing (1) a third-party solvency opinion, (2) any legal opinions or (3) any projections, pro forma financial statements or proposed debt and any information utilized in connection therewith (other than any information provided in writing specifically equity capitalization that is required for use by or on behalf of the Company or any of its subsidiaries), in each case other than such pro forma financial statements relating to the extent any of transactions contemplated hereby or the foregoing arises from the bad faithDebt Financing (provided, gross negligence or willful misconduct of, or breach of customary information for Purchaser to prepare pro forma financial statements shall not be excluded by this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesclause (3)). (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior At all times from and after the date hereof to and through the Acceptance TimeClosing Date, at the sole expense of Parent, the Company shall, and shall cause its subsidiaries to, and shall use commercially reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, use their respective commercially reasonable efforts to provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, : (i) making senior management and advisors of the Company and its subsidiaries available to assist in preparation for and participate in a reasonable number of meetings, presentations, road shows shows, drafting sessions and due diligence sessions with the Debt Financing Sources and other proposed lenders, legal counsel, underwriters, initial purchasers or purchasers, placement agentsagents and potential investors, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, subject to customary confidentiality provisions; (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 (the “Offering Materials”) and providing customary estimates and other forward-looking financial information regarding the further future performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sourcesSources, and providing customary authorization and management representation letters in connection therewith; provided, that any such Offering Materials need not be issued by the Company or any of its subsidiaries prior to the Closing; (iii) using commercially reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, 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 clause (ii) above, sessions providing consent consents to Parent to use their audit reports relating to the Company and providing drafts of any necessary customary “comfort letters”” prior to the commencement of any road show, which such 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) pursuant to Rule 144A under the Securities Act; (iv) assisting in the preparation of and executing and delivering definitive financing documents, including interest hedging arrangements, pledge and security documents, and certificates, management representation letters certificates and other documentsdocuments and back-up for legal opinions, in each case as applicable and to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral; provided, that no obligation of the Company or any of its Subsidiaries shall be effective prior to the Closing; (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness Indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to effective no earlier than the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; Closing; (vi) providing reasonable access during business hours by Parent and any Debt Financing sourcesSources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, subject to customary confidentiality provisions; (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its the Debt Financing sources Sources all pertinent and customary financial and other pertinent information regarding the Company and its subsidiaries as may be necessary in connection with any Debt Financing or otherwise reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including (A) all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A1) prepared in accordance with GAAP and (2) that is required by Regulation S-X under the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (as of and for the periods required thereby) (other than pursuant to Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), or (B) such information regarding the Company and its subsidiaries (1) that is otherwise customarily included in private placement memoranda relating to private placements offerings under Rule 144A of the Securities Act and or bank information memoranda, as applicable, in each case of the type contemplated by the Debt Financing, and (C2) as is otherwise necessary in order to assist in receiving receive customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made securities (all such information described in clauses (A) through (C) this clause (viii)vii) together with any replacements or restatements thereof and any supplements thereto if any such information would cease to be Compliant and, if necessary, consent of the Company’s auditors to make customary use of applicable information in connection with the Debt Financing, the “Required Financial Information”), ; (ixviii) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after foregoing, subject to customary confidentiality provisions and provided that no right of any Lender or obligation of the Acceptance Time, Company or any of its subsidiaries thereunder shall be effective until the Closing; (xix) providing at least 4 three (3) Business Days prior to the Acceptance Time Closing all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days ten (10) Business Days prior to the anticipated Acceptance Time, and Closing; and (xix) subject to the occurrence of the Acceptance TimeClosing, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, in each case under this clause (a), that nothing herein shall require (1) such cooperation to the extent it would unreasonably interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, or (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate Company Articles of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable LawsLegal Requirement. The Company hereby consents to the use of its and its subsidiaries’ logos as may be reasonably necessary in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 6.11 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) prior to the Closing bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt FinancingFinancing (provided that if any such fees or expenses are incurred, Parent shall promptly reimburse such fees and expenses upon request), (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time Closing; (iii) deliver any legal opinions by its counsel or (iiiiv) enter into any agreement or commitment that would be effective prior to the Effective Time Closing (other than such customary management representation letters and authorization letters with respect referred to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described clause (a)(ii) above). FurthermoreNotwithstanding anything to the contrary, Parent shall, promptly upon request by nothing in this Agreement shall prevent prior to the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives Closing Date (A) any escrow arrangements in connection with their respective obligations pursuant to this an offering of high yield debt securities as part of the Debt Financing or (B) the Debt Offer and Consent Solicitation in furtherance of the terms of Section 6.106.18. Parent shall indemnify and hold harmless the Company, its subsidiaries subsidiaries, and its and their respective officers, directors, employees, consultants, agents, advisors 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 Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiariessubsidiaries specifically for use therein), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliatesAffiliates, officers, directors, directors or employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance TimeClosing Date, a payoff letter letters with respect to (i) the Third Amended and Restated Credit Agreement, dated as of June 27January 21, 20112011 (the “Credit Agreement”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time) and (ii) the Credit Agreement (Second Lien), dated as of June 12, 2012 (the “Second Lien Credit Agreement”), between the Company and JPMorgan Chase Bank, N.A. (as amended, supplemented, or otherwise modified from time to time), which payoff letter letters shall substantially provide (subject to customary exceptions) (x) that in each case, upon receipt of the payoff amount set forth in the applicable payoff letter, the respective Indebtedness incurred thereunder and related instruments shall be automatically terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the assets and properties of the Company or any of its subsidiaries securing such Indebtedness, shall be, upon the payment of the amount set forth in the payoff letter (and, if applicable, providing for letters of credit or cash collateral) be automatically released and terminated). (d) The Company will use its commercially reasonable efforts to, and will cause its subsidiaries to use commercially reasonable efforts to, upon the reasonable request of Parent, update any information provided by the Company regarding the Company and its subsidiaries (to the extent it is available) included in any offering document to be used in connection with the Debt Financing to the extent that such information would, when taken as a whole in the absence of such 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, in connection with a marketing effort contemplated by the Commitment Letter, Parent reasonably requests the Company to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company, which Parent reasonably desires to include in a customary offering memorandum for the Debt Financing, then the Company shall discuss in good faith whether the Company shall file a Current Report on Form 8-K or similar document containing such material non-public information.

Financing Cooperation. (a) Prior Cole agrees to the Acceptance Time, the Company shall, provide such assistance (and shall cause its subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company Cole Subsidiaries and its subsidiaries and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, provide the following: (i) participation in, and reasonable assistance with, the marketing efforts related to Parent any such cooperation Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Parent in connection with Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the such Debt Financing, including, ; (ivi) making senior management and advisors of the Company and taking all actions as may be reasonably requested by Spirit or its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required Financing Sources in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance repayment of the business existing Indebtedness of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture Cole; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and causing its Debt Financing sources all pertinent and customary financial independent auditors and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request Representatives to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection cooperate with the Debt Financing; provided and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is 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 logos statements are used solely in a manner that is made, not intended to or reasonably likely to harm or disparage misleading. Notwithstanding the Company foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of its Subsidiaries or the reputation or goodwill Cole. None of the Company representations, warranties or any covenants of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company Cole Parties shall be deemed to have delivered apply to, or deemed breached or violated by, any of the Required Financial Information actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the time request of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredSpirit or its Financing Sources. (b) Notwithstanding anything in this Section 6.10 to the contraryforegoing, neither the Company nor any of its subsidiaries shall be required to Spirit agrees that (i) bear the effectiveness of any out-of-pocket cost definitive documentation executed by Cole or expense that is not reimbursed pursuant any Cole Subsidiaries shall be subject to this Section 6.10(b) or pay any fee in connection with the Debt Financing, consummation of the Closing; (ii) incur this Section 7.18(b) shall not require Cole, any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company Cole Subsidiary or any of its subsidiaries Affiliates to agree to any contractual obligation relating to any proposed Debt Financing that is not conditioned upon the consummation of the Closing and that does not terminate without any liability to Cole, any Cole Subsidiary or their securities for purposes of United States federal securities laws, and other than consents of accountants for use any of their reports Affiliates upon the termination of this Agreement in any materials relating to accordance with its terms; and (iii) the matters described above). FurthermoreSpirit Parties, Parent shallon a joint and several basis, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless Cole, the Company, its subsidiaries and its Cole Subsidiaries and their respective representatives 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 in connection with the arrangement of any such Debt Financing and or any information utilized assistance or activities provided in connection therewith (other than any historical information provided in writing specifically for use by or on behalf of the Company relating to Cole or any of its subsidiaries), in each case other than Cole Subsidiary) and except as may be finally judicially determined to the extent any of the foregoing arises have arisen from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company Cole’s or any of its subsidiaries Cole Subsidiaries’ or their respective affiliatesother Representatives’ fraud, officerswillful misconduct, directors, employees, accountants, agents intentional misrepresentation or representativesgross negligence. (c) The Company shall deliver Spirit has provided to Acquisition Sub on or prior to the Acceptance TimeCole a true, a payoff complete and correct copy of an executed commitment letter with respect to the Credit AgreementDebt Financing (the “Commitment Letter”). Spirit shall not amend, dated replace, supplement or modify the Commitment Letter, including without limitation, as a result of June 27obtaining alternative financing, 2011without the prior consent of Cole (not to be unreasonably conditioned, by and among withheld or delayed). Spirit shall keep Cole informed on a current basis in reasonable detail of the Companystatus of its efforts to arrange the Debt Financing. For the avoidance of doubt, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent Parties agree that obtaining any Debt Financing or the expiration of the Syndication Period is not a condition to consummating the Mergers. (as amended, supplemented, d) All non-public or otherwise modified from time confidential information regarding Cole and the Cole Subsidiaries obtained by Spirit or its Representatives pursuant to time)this Section 7.18, which payoff letter shall substantially provide (subject to customary exceptions)be kept confidential in accordance with the Spirit Confidentiality Agreement.

Financing Cooperation. (a) Prior to During the Acceptance TimeInterim Period, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall cause its and their Representatives to, provide all cooperation reasonably requested by Parent in connection with financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of the Company Debt Agreements) as Parent may reasonably determine necessary or advisable in connection with the completion 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 legal opinions required to be delivered in connection thereof; provided that any arrangements, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to this Section 7.19(a) shall be effective at or immediately prior to the Partnership Merger Effective Time (other than any notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Partnership Merger Effective Time). (b) During the Interim Period, Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Company Notes Indentures and the Company Private Placement Notes 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 and the Company Private Placement Notes regarding certain proposed amendments thereto or certain transactions described therein (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 payment thereof is to be made at or after 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 the applicable Company Notes Indenture and the Company Private Placement Notes and applicable Laws, 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 timing and commencement of any Note Offers and Consent Solicitations and any tender deadlines. Parent shall have provided the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the 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 Note Offers and Consent Solicitations to allow the Company and its counsel to review and comment on such Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made or input provided by the Company and its legal counsel. 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 each of the Company Notes Indentures or amendment to each of the Company Private Placement Notes, as applicable, 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 and amendments shall not become operative until the Closing. During 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 the respective officers, employees, consultants its and advisors, including legal and accounting advisors, of the Company and its subsidiaries their Representatives to, provide to Parent such all cooperation as may be reasonably requested by Parent to assist Parent in connection with obtaining the Debt Financing, including, any Note Offers and Consent Solicitations (i) making senior management and advisors of the Company and its subsidiaries available to participate in a including using commercially reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with offerings of debt securities, in each case at any Note Offers and Consent Solicitations); provided that neither the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, Company nor counsel for the purpose of establishing collateral arrangements Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Note Offers and (B) establish bank and Consent Solicitations other accounts and blocked account contracts and lock box arrangements than, in connection with the foregoing after execution of (i) any supplemental indenture or amendment relating to the Acceptance TimeConsent Solicitations, with respect to which the Company shall (x) providing 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 to the noteholders of the applicable Company Private Placement Notes in the form required by the applicable Company Private Placement Notes 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 least 4 Business Days or prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act Closing, in each case, to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, such certificates and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it opinions would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Note Offers and Consent Solicitations will be selected and retained by Parent. If, at any time prior to the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage completion of the Note Offers and Consent Solicitations, the Company or any of its Subsidiaries Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the reputation other hand, discovers any information that should be set forth in an amendment or goodwill supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use commercially reasonable efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated to the holders of the notes outstanding under the Company Notes Indentures and the Company Private Placement Notes. (c) Nothing in this Section 7.19 shall require the Company or any Company Subsidiary: (i) to pay any fee that is not reimbursed by Parent in connection with any of the activities contemplated by Section 7.19; (ii) to take any action that would unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries or Company Subsidiary in any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or material respect; (iii) to take any action that will conflict with or violate its respective organizational documents or any applicable Laws or result in the contravention of, or would reasonably be expected to result in a material violation of, or material default under, any contract to which the Company or any Company Subsidiary is a party or the Company Notes Indentures and the Company Private Placement Notes; (iv) to prepare separate financial statements for any Company Subsidiary or change any fiscal period, or (v) to enter into any document, agreement or commitment other instrument that would will be effective prior to the Effective Time Closing (other than such management representation letters customary authorization and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described abovereliance letters). FurthermoreNo personal liability arising out of the Note Offers and Consent Solicitations shall be imposed on any officers, directors or other Representatives of the Company. (d) Parent shallshall promptly, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses paid to third parties (including advisor’s fees and expenses) incurred by the Company, its subsidiaries and its and their respective representatives Company or any Company Subsidiary in connection with their respective obligations the cooperation provided or other action taken by Company or any Company Subsidiary pursuant to this Section 6.10. Parent shall 7.19 and indemnify and hold harmless the Company, its subsidiaries and its the Company Subsidiaries and their respective representatives officers, 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 any of them in connection with the Debt Financing any such financing transaction or Note Offers and Consent Solicitations, any information utilized in connection therewith or any action taken by the Company or any Company Subsidiary pursuant to this Section 7.19; provided, however, that the foregoing indemnity shall not apply with respect to any Losses resulting from the gross negligence or Willful Breach of the Company or any Company Subsidiaries under this Agreement. (e) All non-public or other than any confidential information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries)Representatives pursuant to this Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, in each case that Parent shall be permitted to disclose such information to any third party financing sources or prospective third party financing sources and other than financial institutions and investors (including the parties to and holders of notes under the extent Company Notes Indentures and Company Private Placement Notes) and to their respective counsel and auditors subject to customary confidentiality arrangements for use by any of them of such information in connection with providing the foregoing arises from financing contemplated by this Section 7.19 in connection with the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesMergers. (cf) The Company shall deliver to Acquisition Sub on or prior Anything to the Acceptance Timecontrary in this Agreement notwithstanding, a payoff letter (i) the Parties acknowledge and agree that the provisions contained in this Section 7.19 represent the sole obligation of the Company, it Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing transaction or Note Offers and Consent Solicitations with respect to the Credit Agreement, dated as transactions contemplated by this Agreement and no other provision of June 27, 2011, by this Agreement (including the exhibits and among schedules hereto) shall be deemed to expand or modify such obligation; (ii) the Company, ’s breach of any of the lenders party thereto covenants required to be performed by it under this Section 7.19 (other than a Willful Breach of such covenants) shall not be considered in determining the satisfaction of the condition set forth in Section 8.2(b); and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, iii) the consummation of any financing transaction or otherwise modified from time Note Offers and Consent Solicitations contemplated by this Section 7.19 is not a condition to time), which payoff letter shall substantially provide (subject any Party’s obligation to customary exceptions)consummate the Mergers.

Financing Cooperation. (a) Prior to the Acceptance TimeParent, the Company shall, REIT Merger Sub and shall cause its subsidiaries to, and Partnership Merger Sub shall 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 consummate and obtain at or prior to the respective officersClosing the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter or, employeesif Parent determines that such Debt Financing will not be so obtained, consultants Financing from alternative sources in an amount sufficient, together with funds otherwise available to Parent, to fund the REIT Merger Consideration, Partnership Merger Consideration and advisorsShare Awards required at the Closing on terms not materially less favorable to Parent than set forth in the Debt Commitment Letter (the “Alternate Financing”), including legal using reasonable best efforts to (i) negotiate and accounting advisorsenter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions contained in the Debt Commitment Letter (including, to the extent required, the full exercise of any “flex” provisions contained in the Redacted Fee Letter) or the Alternate Financing (the “Financing Agreements”), (ii) satisfy on a timely basis all conditions applicable to Parent, REIT Merger Sub or Partnership Merger set forth in the Debt Commitment Letter (or any replacement commitment letter for an Alternate Financing) and the Financing Agreements and comply with their obligation thereunder, and (iii) prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing or any Alternate Financing. Parent shall promptly deliver to the Company true and its subsidiaries complete copies of any commitment letter (including Redacted Fee Letters) and similar documents relating to any Alternate Financing. (b) Without limiting Section 7.6, subject to and in accordance with applicable Law, the Company agrees to, and to cause Company LP and the Company Subsidiaries to, and to use commercially reasonable efforts to cause their respective Representatives to, provide to Parent such all cooperation as may be reasonably requested by Parent and any Financing Sources in connection with obtaining the Debt any Financing, including, : (i) making senior management furnishing to Parent and advisors such Financing Sources as promptly as practicable the Required Information and periodically updating the Required Information so that it is complete and correct in all material respects and does not include an untrue statement of a material fact or omit to state a fact necessary to make the statements, in the light of the Company and its subsidiaries available to participate in a reasonable number of meetingscircumstances under which they were made, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agenciesnot misleading; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting using commercially reasonable efforts to provide information within its control that is reasonably requested by Parent with Parent’s or any Financing Sources for the preparation of pro forma financial private or public customary confidential information and pro forma financial statements and other materials for rating agency presentations, offering documentsmemoranda, private placement memoranda, registration statements, bank information memorandaprospectuses and supplements thereto and offering documents otherwise customary for such Financing (collectively, prospectuses, business projections the “Offering Materials”) and similar documents roadshows and other customary marketing materials to be used in connection with such Financing reasonably deemed necessary by such Financing Sources to complete a successful syndication or offering of such Financing or otherwise in connection with such Financing, including customary authorization letters that confirm that the Debt Financing public version of any bank confidential information memorandum does not include any material non-public information with respect to the Company, Company LP and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sourcesSubsidiaries, and providing customary authorization participating (including the participation of Company Representatives) in reasonable due diligence sessions and representation letters in connection therewithinformational meetings with Parent, any Financing Sources (including potential Financing Sources) and their respective Representatives related to any Financing; (iii) using reasonable best efforts causing the Company’s, Company LP’s and Company Subsidiaries’ (as applicable) independent auditors to cause its independent accountants reasonably cooperate with respect to any Financing consistent with customary practice, including by providing customary “comfort letters” (including customary “negative assurances” and pro forma financial statement comfort) and customary assistance with the due diligence activities of Parent and any Financing Sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings, and causing the Company’s, Company LP’s and Company Subsidiaries’ legal counsel to provide customary assistance with the due diligence activities of Parent and cooperation any Financing Sources; (iv) taking all reasonable actions and providing all information related to Parentthe Company that is reasonably available to it to assist Parent in the consummation of any Financing, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements to definitive agreements for such Financing, as may be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, ; (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating delivering to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent Sources as promptly as reasonably practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company requested by Parent and its subsidiaries any Financing Sources and required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act Act; (vi) reasonably cooperating with Parent and the Financing Sources to facilitate the consummation of any Financing to the extent requested at least 8 calendar days prior within the control of the Company, Company LP and the Company Subsidiaries, including reasonably cooperating with Parent, REIT Merger Sub and Partnership Merger Sub to the anticipated Acceptance Time, satisfy any conditions precedent to any Financing; and (xivii) subject using commercially reasonable efforts to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) obtain a rating for any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos debt securities offered in connection with any Financing. Subject to the Debt prior review by, and consent of, the Company (such consent not to be unreasonably withheld or delayed), the Company’s, Company LP’s and the Company Subsidiaries’ logos may be used in connection with any 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, Company LP or any of its the Company Subsidiaries or the reputation or goodwill of the Company, Company LP or the Company Subsidiaries. Notwithstanding anything to the contrary in this Section 7.17(b) or any other provisions of this Agreement, (A) prior to the Closing, none of the Company, Company LP or any of the Company Subsidiaries shall have any responsibility for, or incur any liability to, any Person under or in connection with the transactions contemplated by any Financing, definitive Financing Agreement or any certificate, document or instrument relating to any Financing, (B) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any action (i) under or in connection with the transactions contemplated by any agreement, certificate, document or instrument relating to any Financing that is not contingent upon the Closing Date (including the entry into any agreement that is effective before the Closing Date), (ii) that would reasonably be expected to cause any trustee, director, officer or employee of the Company, Company LP or any of the Company Subsidiaries to incur any personal liability relating to any Financing, (iii) that will conflict with or violate its Organizational Documents or any applicable Laws, or (iv) that would cause any condition to the Closing to fail to be satisfied or otherwise cause any material breach of this Agreement, (C) the pre-Closing board of trustees (or similar governing body) of the Company, Company LP and any of the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which any Financing is obtained, (D) none of the Company, Company LP or any of the Company 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 any Financing Agreements that are effective prior to the Closing, and (E) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any trust, limited partnership or limited liability company actions that are effective prior to the Closing to permit the consummation of any Financing. None of the Company, Company LP or any of the Company Subsidiaries, or any of their respective Representatives, shall have any liability to Parent or any of its Subsidiaries Affiliates in respect of any financial statements, other financial information or any of their logos and on such data or other customary terms and conditions as the Company shall reasonably imposeinformation provided pursuant to this Section 7.17(b). If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the condition set forth in Section 8.2(b), as it applies to the Company’s obligations under this Section 7.17(b) shall be deemed satisfied unless any Financing has not been obtained primarily as a result of the Company’s, Company LP’s or the Company nor any Subsidiaries’ willful and material breach of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to obligations under this Section 6.10(b7.17(b). (c) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request demand by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its Company LP, the Company Subsidiaries and their respective representatives Representatives in connection with their respective obligations the cooperation required by or requested pursuant to this Section 6.107.17. Parent shall Parent, REIT Merger Sub and Partnership Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, its subsidiaries and its Company LP, the Company Subsidiaries and their respective representatives 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 in connection with the Debt arrangement of any Financing and any information utilized in connection therewith (other than any historical information provided in writing specifically for use by or on behalf of related to the Company, Company LP and the Company or any of its subsidiaries), in each case other than Subsidiaries) except to the extent any finally determined by a court of the foregoing arises competent jurisdiction to have arisen from the bad faithCompany’s, Company LP’s or any Company Subsidiary’s fraud, gross negligence or willful misconduct ofmisconduct. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 7.17 shall be kept confidential in accordance with the Nondisclosure Agreement, or and Parent shall be liable for any breach of this provision or the Nondisclosure Agreement by, the Company by Parent or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesRepresentatives to the same extent as if the breach had been committed directly by Parent. (ce) The Company For purposes of clarity, the parties acknowledge and agree that in no event shall deliver to Acquisition Sub on the consummation of all or prior any portion of any Financing constitute a condition to the Acceptance Time, a payoff letter with respect Closing hereunder (pursuant to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, Article 8 or otherwise modified from time to timeotherwise), which payoff letter shall substantially provide (subject to customary exceptions).

Financing Cooperation. (a) Prior to the Acceptance Time, the Company shall, Each of Parent and shall cause its subsidiaries to, and Merger Sub shall use its reasonable best efforts to take (or cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (itaken) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agentsall actions, and in sessions with rating agencies; provided thatto do (or cause to be done) all things necessary, any rating agency presentations, bank information memoranda proper or similar documents required in connection with advisable to consummate and obtain the proceeds of the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested contemplated by the Debt Financing sourcesCommitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable thereto), and providing customary authorization and representation letters in connection therewith, (iii) including using reasonable best efforts to cause its independent accountants to provide assistance (i) negotiate definitive agreements with respect thereto on the terms and cooperation to Parentconditions (including the flex provisions) contained therein or on other terms not materially less favorable, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements aggregate, to be included Parent (as determined in the documents referred to reasonable judgment of Parent) and not in clause violation of this Section 5.2(a) (including clauses (A)-(C) below), (ii) abovesatisfy (or, providing consent if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent to use their audit reports relating to and Merger Sub in the Company Debt Financing Commitments that are within its control and providing any necessary “comfort letters”otherwise comply with its obligations thereunder and pay related fees and expenses on the Closing Date, (iii) maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and 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) executing 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 delivering definitive financing documentsrestate or modify the Debt Financing Commitments; provided, including pledge that any such amendment, supplement, amendment and security documentsrestatement or other modification shall not, and certificates, management representation letters and other documents, to without the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness prior written consent of the Company (it being understood and agreed that A) add new (or adversely modify any existing) conditions precedent to the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are Debt Financing as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to Commitments as in effect on the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions)date hereof, (B) that is except as otherwise customarily included in private placement memoranda relating to private placements under Rule 144A set forth herein, reduce the aggregate amount of the Securities Act and bank information memoranda, in each case Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the type contemplated by the Debt Financing, and (C) Financing as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved set forth in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (BCommitments) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended would adversely impact the ability of Parent to consummate the Merger or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would otherwise be effective prior expected to delay or impede the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)Merger or

Financing Cooperation. (a) Prior Subject to Section 6.11(a) and the remaining provisions of this Section 6.12, prior to the Acceptance TimeMerger Closing, the Company shall, shall and shall cause its subsidiaries Subsidiaries to, at Parent’s sole expense, reasonably cooperate with Parent in connection with Parent’s arrangement of the Debt Financing, which cooperation by the Company shall consist of, at the reasonable request of Parent, (i) furnishing Parent with the financial information regarding the Company and its Subsidiaries required by clause (ii) of paragraph (e) of Exhibit C to the Debt Commitment Letters (for the avoidance of doubt, giving effect to the last sentence of such paragraph (f)) (the “Required Financial Information”), provided, however, for the avoidance of doubt, that such information shall use not include, and Parent shall be solely responsible for, the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (ii) using reasonable best efforts to cause the respective officersits senior officers to be available, employeesduring normal business hours and upon reasonable advance notice, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and shows, due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required agencies in connection with the Debt Financing shall contain disclosure reflecting Financing, (iii) using reasonable best efforts, upon Parent’s prior written request, to furnish Parent at least five (5) Business Days prior to the Merger Closing with reasonable documents or other information relating to the Company and/or or its Subsidiaries or Affiliates as required by bank regulatory authorities with respect to the obligor only at Debt Financing under applicable “know your customer” and after anti-money laundering rules and regulations, including the Effective TimeU.S.A. Patriot Act of 2011, (iiiv) using commercially reasonable efforts to assist Parent in obtaining accountants’ comfort letters from the Company’s independent accountants on customary terms and consistent with the accountants’ customary practice in connection with the Debt Financing, (v) using reasonable best efforts to furnish Parent, quarterly financial and operating data relating to the Company and its Subsidiaries’ assets and operations that is reasonably requested by Parent, (vi) using reasonable best efforts to obtain attorney audit response letters reasonably requested by Parent and customary for financings similar to the Debt Financing, (vii) providing requested authorization letters to the Financing Sources (including with respect to absence of material non-public information about the Company and its Subsidiaries and their securities in the public-side version of the documents distributed to prospective lenders), (viii) assisting Parent with Parent’s the preparation of pro forma financial information appropriate and pro forma financial statements and other customary materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections prospectuses and similar documents used customarily required in connection with debt financings, (ix) using commercially reasonable efforts to provide any customary payoff or similar letters in connection with any debt facilities of the Company or its Subsidiaries or Affiliates being terminated in connection with the consummation of the transactions contemplated hereby and (x) agreeing to enter into such agreements and to use its commercially reasonable efforts to deliver such officer’s certificates, as are customary in financings of such type and otherwise grant liens on, the assets of the Company or any of its Subsidiaries pursuant to such agreements as may be reasonably requested; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time. Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment upon any private placement memoranda or similar documents, or any materials for rating agencies, that include information about the Company or any of its Subsidiaries prepared in connection with the Debt Financing, and Parent shall include in such memoranda, documents and other materials, comments reasonably proposed by the Company. Following Parent’s request, the Company will update the Required Financial Information so that such Required Financial Information remains in compliance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q or other rules or regulations of the SEC) and does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee, (B) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) prior to the Effective Time, (C) enter into any binding agreement or commitment in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding (or any Alternative Financing) that is not conditioned on the further performance occurrence of the business Effective Time and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (D) take any action that would (I) unreasonably interfere with the ongoing operations of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewithSubsidiaries, (iiiII) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating any representation or warranty in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements this Agreement to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”breached, (ivIII) executing and delivering definitive financing documentscause any director, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (it being understood and agreed IV) conflict with the Charter, the Bylaws (or similar organizational documents of any of the Subsidiaries of the Company) or any Laws, (V) result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party, (VI) provide access to or disclose information that the Company’s obligations to provide payoff letters in respect Company determines would jeopardize any attorney-client privilege of the Credit Agreement described in Section 6.10(cCompany or any of its Subsidiaries, (VII) below are as set forth in Section 6.10(cprepare separate financial statements for any Subsidiary of the Company or change any fiscal period, or (VIII) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered authorize any corporate action prior to the Trustee under Effective Time. (b) Parent shall promptly reimburse the Notes Indenture Company for any reasonable and documented out-of-pocket expenses and costs (including reasonable attorneys’ fees) incurred by the Company, its Subsidiaries and their respective Representatives in connection with any cooperation contemplated by this Section 6.12. The Company, its Affiliates and their respective Representatives (collectively, the “6.12 Indemnitees”) shall be indemnified and held harmless by Parent for and against any and all liabilities, losses, damages, claims, costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by the 6.12 Indemnitees in connection with the Mergerarrangement of the Debt Financing (or any Alternative Financing), provided that any such certificates and documentation do not contain refinancing of indebtedness contemplated by this Agreement and/or any statements information utilized in connection therewith or representations that are not factually accurate in the Company’s sole judgment cooperation with respect thereto. This Section 6.12(b) shall survive the consummation of the Merger and that the Effective Time and any such certificates and documentation comply in all respects withtermination of this Agreement, and do not cause the Company is intended to breach or violatebenefit, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on handmay be enforced by, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, 6.12 Indemnitees and their respective officersheirs, employeesexecutors, consultants estates, personal representatives, successors and advisors (including legal, valuationassigns, and accounting advisors) to the books shall be binding on all successors and records, properties, officers, directors, agents and representatives assigns of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and Parent. All nonpublic or other confidential information regarding the Company and or any of its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested Subsidiaries obtained by Parent, Merger Sub or their Representatives pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement. (3c) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ Subsidiaries logos in connection with the Debt Financing; provided that provided, however, that, such logos are used solely in a manner that is reasonable and customary for such purposes that does not suggest that the Company or any of its Subsidiaries has any responsibility for the documents or materials in which such logos are used (or the contents thereof) and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions respective products, services, offerings or Intellectual Property Rights. (d) Notwithstanding anything to the contrary contained in this Agreement, the condition set forth in Section 7.2(b), as it applies to the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to ParentCompany’s obligations under this Section 6.12, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to satisfied if (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documentsCompany’s breach(es), if any, do not include material non-public information with respect to the Company or any of its subsidiaries obligations under this Section 6.12 did not cause the failure of the Debt Financing to be obtained or their securities for purposes (ii) Parent does not have the right to terminate this Agreement pursuant to Section 8.1(d)(i) as a result of United States federal securities laws, and other than consents any breaches of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request this Section 6.12 by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance Time, the Company shall, and shall cause its subsidiaries to, and Buyer shall use its reasonable best efforts to timely obtain the Financing, including in such a manner so as to timely satisfy the 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 Indebtedness 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 and its Subsidiaries and their respective officersRepresentatives to provide all necessary cooperation reasonably requested by Buyer in connection with the arrangement of, employeesand the negotiation of agreements with respect to, consultants the Financing (and advisorsany replacements or refinancing thereof), including legal by making available to Buyer and accounting advisorssuch lenders and their representatives, personnel (including for participation in road shows) documents and information of the Company and its subsidiaries to, provide to Parent such cooperation Subsidiaries as may reasonably be reasonably requested by Parent in connection Buyer or such lenders and by cooperating with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee lenders under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesCommitment Letters. (c) The Company shall In the event Buyer is required to deliver or cause to Acquisition Sub on or prior be delivered pursuant to the Acceptance Timeterms of the Commitment Letters or the related financing contemplated thereby, or actually delivers or causes to be delivered, a payoff letter or opinion with respect to the Credit Agreementsolvency, dated as sufficiency of June 27assets, 2011sufficiency of capital or any similar or related status, by and among in each case, of the Company, Buyer or any of their respective Subsidiaries, then Buyer shall (at Buyer's expense) cause such letter or opinion to (i) be delivered to the lenders party thereto Company and JPMorgan Chase Bank, N.A., Sellers and (ii) contain a statement that the Company and Sellers may rely on such letter or opinion as administrative agent (as amended, supplemented, though such letter or otherwise modified from time opinion had been addressed to time), which payoff letter shall substantially provide (subject to customary exceptions)the Company and Sellers.

Financing Cooperation. (a) Prior Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions (including the “flex” provisions) contemplated by the Commitment Letter and execute and deliver to the Acceptance TimeCompany a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Parent in the Company shallCommitment 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 ▇▇▇▇▇’▇ Investors Services, Inc. and shall cause Standard & Poor’s provide written evidence thereof at the Closing and (v) enforce its subsidiaries torights under the Commitment Letter in the event of a breach by the financing sources that impedes or delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause the respective officers, employees, consultants lenders and advisorsthe 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 legal seeking specific performance, to cause such lenders and accounting advisorsthe 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 toSubsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide to Parent such all cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, Financing (i) making senior management and advisors provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries available Subsidiaries), including (i) providing information relating to participate the Company and its Subsidiaries to the Financing Parties (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties) to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (ii) participating in a reasonable number of meetingsmeetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows and shows, drafting sessions, due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, (including accounting due diligence sessions) and in sessions with the rating agencies; provided that, (iii) assisting in the preparation of (A) any rating agency presentationscustomary offering documents, bank information memoranda or memoranda, prospectuses and similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information including historical and pro forma financial statements and other information) for any of the Financing, and (B) materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, cooperating with the marketing efforts for any of the Financing (including pledge and security documents, and certificates, management representation letters and other documents, consenting to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging use of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiariesSubsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financinglogos; 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), (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at reports in any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide materials relating to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the contrary, neither the Company nor any of its subsidiaries shall Financing as may be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee reasonably requested by Parent as necessary and customary in connection with the Debt Financing, (iivi) incur assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any liability of the Company’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Financing provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, furnishing Parent and the Financing Parties with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to assist in preparation of customary offering or cause 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 respective directorsreasonable cooperation and assistance, officers or employees (ix) using its reasonable best efforts to incur permit any liability) under cash and marketable securities of the Debt Financing prior Company and its Subsidiaries to be made available to the Effective Time or Parent and/or Merger Sub at the Closing, (iiix) enter into any agreement or commitment that would be effective prior providing authorization letters to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, Financing Parties authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and representation to the Financing Parties that the public-public side versions of such documents, if any, do not include material non-public information with respect to 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 that, until the Effective Time occurs, neither the Company nor any of its subsidiaries Subsidiaries shall (i) be required to pay any commitment or their securities for purposes of United States federal securities lawsother similar fee, and (ii) have any liability or any obligation under any credit agreement or any related document or any other than consents of accountants for use of their reports in any materials relating agreement or document related to the matters described above)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 liability in connection with the Financing (or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by Parent. FurthermoreParent (i) shall promptly, Parent 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) incurred by the Company, any of its subsidiaries Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.13, (ii) acknowledges and agrees that the Company, its Subsidiaries and their respective representatives Representatives shall not have any responsibility for, or incur any liability to any Person under, the Financing or any alternative financing that Parent may raise in connection with their respective obligations pursuant to the transactions contemplated by this Section 6.10. Parent Agreement and (iii) shall indemnify and hold harmless the Company, its subsidiaries and its Subsidiaries and their respective 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 Debt arrangement of the Financing and any information utilized used in connection therewith (other than therewith, except with respect to any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesSubsidiaries. (c) The In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.13(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent and the Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter comply with its covenants in Section 6.13(a) and (b) with respect to the Credit Agreement, dated Commitment Letter as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as so amended, supplementedreplaced, supplemented or otherwise modified from time and with respect to time), which payoff letter shall substantially provide (subject such other debt or equity financing to customary exceptions)the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing Cooperation. (a) Prior From the date hereof until Closing, in order to the Acceptance Timeassist Parent in obtaining its New Debt Financing, the Company shall, and shall cause use its subsidiaries to, and shall use reasonable best efforts to cause its Subsidiaries to, use and provide reasonable best efforts, at Parent’s sole expense, to cooperate with Parent and Merger Sub as reasonably requested by Parent that are customary in connection with the respective officers, employees, consultants arrangement and advisorsimplementation of the New Debt Financing, including legal Parent’s expectation of a concurrent or subsequent public offering of Parent’s debt securities. Such reasonable best efforts by the Company shall be limited to, at the reasonable request of Parent and accounting advisorsMerger Sub, (i) cooperation in the preparation of any offering memorandum, prospectus, bank book, ratings agency presentations or similar documents used in connection with the syndication and marketing of the New Debt Financing; provided that (x) Parent is solely responsible for the content of any pro forma financial statements, synergies, projections or adjustments contained therein other than the content of historical financial information of the Company contained therein, (ii) furnishing Parent and its Debt Financing Sources as promptly as reasonably practicable after Parent’s request with the readily available financial statements regarding the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested Subsidiaries required by Parent in connection the debt commitment letter associated with obtaining the New Debt Financing, including, (iiii) making causing the Company’s senior management and advisors of the Company and its subsidiaries available teams to participate in a reasonable number of meetings, lender presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting “road shows”, sessions with ratings agencies and telephone conferences with prospective lenders, in the preparation of any pro forma financial statements to be included in the documents referred to in clause (ii) aboveeach case, providing consent to Parent to use their audit reports relating to the Company upon reasonable advance notice, during normal business hours, and providing any necessary “comfort letters”at mutually agreed times, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, at least two (2) Business Days prior to Closing (to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of from the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 ten (10) Business Days prior to the Acceptance Time anticipated Closing), providing all documentation and other information about the Company and its subsidiaries as is reasonably requested by the Parent which Parent’s Debt Financing Sources reasonably determines which is required by with respect to applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act PATRIOT Act) and that is required under the debt commitment letter associated with the New Debt Financing (it being understood and agreed that nothing contained in this Section 4.18 shall require delivery of information by or delivery of information concerning the Sponsors or their Affiliates (other than the Company)), (v) to the extent requested at least 8 calendar days prior constituting a condition to any of Parent’s Debt Financing Sources’ obligations under the anticipated Acceptance Timedebt commitment letter associated with the New Debt Financing, and (xi) subject as reasonably requested by Parent, using reasonable best efforts to facilitate the occurrence pledging of collateral and the Acceptance Time, taking all corporate actions necessary to permit consummation granting of security interests in connection with the New Debt Financing; providedprovided that no such action shall be effective until the Closing, (vi) facilitating the execution and delivery at the Closing of definitive documents reasonably related to the New Debt Financing on the terms contemplated by the debt commitment letter associated with the New Debt Financing, in connection with the authorization of the New Debt Financing and the definitive documentation related thereto and the execution and delivery of such definitive documentation in anticipation of the Closing (provided that nothing herein all such authorization, execution and delivery shall be deemed to become effective only if and when the Closing occurs and no officer of the Company shall be required to execute any solvency certificate that is in a form other than as attached to the debt commitment letter associated with the New Debt Financing), (vii) solely as required by the terms of the New Debt Financing, assisting Parent in securing the customary cooperation of the independent accountants of the Company and its Subsidiaries and (viii) assisting Parent in obtaining legal opinions to be delivered in connection with the New Debt Financing or in connection with a public offering of Parent’s debt securities. (b) Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event shall “reasonable best efforts” of the Company, its Subsidiaries or their respective officers, directors, employees, agents, attorneys, accountants and advisors be deemed to construe to require such Persons to and such Persons shall not be required to, (1i) such cooperation take any action to the extent it would unreasonably interfere materially and unreasonably with the business or operations of the Company or any of its subsidiariesSubsidiaries, (2ii) pay any commitment or other similar fee in connection with the New Debt Financing unless and until the Closing occurs, (iii) pass resolutions or consents to approve or authorize the New Debt Financing or the execution and delivery of the definitive documentation related thereto or require the board of directors (Aor any similar governing body) to take any action or cause any of its representatives to waive or amend any terms of this Agreement, agree to pay any commitment, financing or other financial information in a form not customarily prepared by fees or reimburse any expenses or to approve the Company execution or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any document or certificate as to solvency in connection with the New Debt Financing, (iv) deliver any financial statements or other information for any legal opinionsperiod that is not otherwise specifically required hereunder, or (4v) the taking of take any action that would will conflict with or violate their formation or organizational documents or any legal requirements or result in the contravention of, or would reasonably be expected to result in a violation or breach of, or default under, any Law or material agreement (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents prior to the use of its and its subsidiaries’ logos Closing), (vi) take any action that could reasonably be expected to result in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to any officer, director, employee, agent, attorney, accountant or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill advisor of the Company or any of its Subsidiaries incurring personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters related to the New Debt Financing (other than any such personal liability resulting from such Person’s actual fraud or willful misconduct), (vii) take any action that could reasonably be expected to cause any condition to Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of their logos and on such other customary terms and conditions as this Agreement that would provide Parent the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information right to Parent, it may deliver to Parent a written notice to such effectterminate this Agreement (unless, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such noticeeach case, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent waived in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financingadvance by Parent), (iiviii) incur any liability (or cause their respective its directors, officers or employees to incur any liability) under the New Debt Financing prior to the Effective Time Closing Date or (iiiix) enter into cause the delivery of any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and legal opinions, any authorization letters with respect or any certificate (including as to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement solvency or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to beneficial ownership) by the Company or any its Subsidiaries. (c) Parent acknowledges and agrees that none of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and Subsidiaries or any of their respective directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall have any responsibility for, and shall not be required to incur any liability (personal or otherwise, other than any such liability resulting from actual fraud or willful misconduct) to any Person under or in connection with, the arrangement of the New Debt Financing that Parent may raise in connection with their respective obligations pursuant to the transactions contemplated by this Section 6.10. Agreement, and that Parent shall indemnify and hold harmless the Company, its subsidiaries and its and Subsidiaries or any of their respective Representatives, directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) from and against any and all losses, damages, claimsliabilities, costs or expenses suffered or incurred by any of them in connection with the arrangement of the New Debt Financing Financing, any cooperation efforts set forth herein and any information utilized in connection therewith therewith. If this Agreement is validly terminated in accordance with its terms for any reason, Parent shall promptly reimburse the Company for all out-of-pocket costs or expenses incurred by the Company and its Subsidiaries in connection with cooperation provided for in this Section 4.18. (d) Notwithstanding anything to the contrary in this Agreement, no breach or other than any information provided in writing specifically failure to comply with this Section 4.18 by the Company, its Subsidiaries or their respective representatives shall be taken into account for use by or on behalf purposes of determining the accuracy of the Company representation and warranty contained in Section 3.9. The Company, its Subsidiaries, and their respective Representatives will be deemed to be in compliance with this Section 4.18, and Parent and its Representatives shall not allege that the Company, its Subsidiaries, or any their respective Representatives is or has not been in compliance with this Section 4.18, unless and until Parent provides written notice of its subsidiaries), the alleged failure to comply specifying in each case other than reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner (to the extent any such breach may be so cured), which failure to comply has not been cured within five (5) Business Days from receipt of such written notice. Notwithstanding anything to the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of contrary contained in this Agreement byAgreement, the Company or any of condition set forth in Section 5.2(b), as it applies to the Company’s, its subsidiaries Subsidiaries’ and their Representatives’ obligations under this Section 4.18, shall be deemed satisfied if the Company’s, its Subsidiaries’ or their Representatives’ breach(es), if any, of their respective affiliates, officers, directors, employees, accountants, agents obligations under this Section 4.18 did not cause (or representativeswas not a material factor in causing) the failure of Parent to obtain the New Debt Financing. (ce) The Company shall deliver to Acquisition Sub on or prior For the avoidance of doubt and notwithstanding anything to the Acceptance Timecontrary in this Agreement, a payoff letter with respect each of Parent and Merger Sub acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement on the terms and subject to the Credit Agreement, dated as conditions set forth herein are not conditioned upon the availability or consummation of June 27, 2011, by and among the CompanyNew Debt Financing or any other debt financing, the lenders party thereto and JPMorgan Chase Bankavailability of any alternate debt financing, N.A., as administrative agent (as amended, supplemented, the availability of any equity financing or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)receipt of the proceeds therefrom.

Financing Cooperation. (a) Prior Purchaser shall 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 or advisable to consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate definitive agreements with respect to the Acceptance TimeDebt Financing on terms and conditions contemplated by the Debt Commitment Letter (any such agreements, the Company shall“Financing Definitive Agreements”), (iii) satisfy on a timely basis all conditions applicable to the Debt Financing in the Debt Commitment Letter or the Financing Definitive Agreements that are within its control and comply with all obligations thereunder or (iv) consummate the Debt Financing at or prior to the Closing. In the event that all conditions to the Debt Commitment Letter or the Financing Definitive Agreements have been satisfied or, upon funding will be satisfied, Purchaser shall use its commercially reasonable efforts to cause the lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement. Purchaser shall have the right from time to time to amend, replace, supplement or otherwise modify or waive any of its rights under the Debt Commitment Letter with respect to the Debt Financing or the Financing Definitive Agreements or substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of such Debt Commitment Letter or such Financing Definitive Agreements that amends the Debt Financing or substitutes any other financing source for all or any portion of the Debt Financing shall not expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Debt Financing as set forth in the applicable Debt Commitment Letter or the Financing Definitive Agreements in a manner that would prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement. If any portion of the Debt Financing becomes unavailable or Purchaser becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, in each case, on the terms and conditions contemplated in the Debt Commitment Letter or the Financing Definitive Agreements, Purchaser shall use its commercially reasonable efforts to arrange and obtain alternative debt financing from the same or alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement, upon terms and conditions no less favorable, in the aggregate, to Purchaser (as determined in the reasonable judgment of Purchaser) than those in the Debt Commitment Letter or the Financing Definitive Agreements as promptly as practicable following the occurrence of such event. Purchaser shall give Seller prompt oral and written notice of any breach by any party to the Debt Commitment Letter or the Financing Definitive Agreements, of any condition not likely to be satisfied and of any termination of the Debt Commitment Letter or the Financing Definitive Agreements. Purchaser shall keep Seller informed on a reasonably current basis of the status of its efforts to consummate the Financing. (b) At the sole cost of Purchaser, Seller shall and shall cause its subsidiaries toAffiliates to provide, and shall use its commercially reasonable best efforts to cause the each of their respective officers, employeesemployees and advisors and other representatives to provide, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such all cooperation as may be reasonably requested by Parent Purchaser in connection with obtaining the Debt FinancingFinancing or any alternate debt financing or debt securities issuance in connection with the financing of the transactions contemplated by this Agreement (collectively the “Financing Arrangements”), including, including (i) making providing to Purchaser and the lenders and other financial institutions and investors that are or may become parties to the Financing Arrangements and to any underwriters, initial purchasers or placement agents in connection with the Financing Arrangements (the “Financing Parties”) (A) the information required by the Debt Commitment Letter and (B) any other financial and other information relating to Seller or the Assets that is customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of the Assets that is customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties, (ii) participating and causing senior management and advisors of the Company and its subsidiaries available Seller to participate in a reasonable number of meetings (including customary one-on-one meetings, ) with any Financing Parties and other presentations, road shows and shows, drafting sessions, due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, (including accounting due diligence sessions) and in sessions with rating agenciesagencies and prospective Financing Parties; provided that, any (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda (including the delivery of customary authorization and representation letters, including with respect to the presence or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation absence of pro forma financial material non-public information and pro forma financial statements the accuracy of the information contained therein); (iv) using commercially reasonable efforts to obtain legal opinions, surveys and other materials for rating agency presentationstitle insurance (including non-imputation title policy endorsements and affidavits reasonably required by the title company) as reasonably requested by Purchaser and to obtain such consents, offering documentsapprovals, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections authorizations and similar documents used instruments as reasonably requested by Purchaser in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parentcollateral arrangements, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations releases and instruments of termination or discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ixv) taking all actions reasonably requested necessary to (A) permit the prospective lenders involved in the Debt Financing Parties to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements Assets; and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (xvi) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about Seller and the Company and its subsidiaries required Assets as is reasonably requested by the Financing Parties relating to applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesPATRIOT Act. (c) The Company In the event that the Commitment Letters or the Financing Definitive Agreements are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 8.7(a), or if Purchaser substitutes other financing for all or a portion of the Financing, each of Purchaser and Seller shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter comply with its covenants in Section 8.7(a) and Section 8.7(b) with respect to the Credit Agreement, dated as of June 27, 2011, by Commitment Letters and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A.Financing Definitive Agreements, as administrative agent (as so amended, supplementedreplaced, supplemented or otherwise modified from time and with respect to time)such other financing to the same extent that Purchaser and Seller would have been obligated to comply with respect to the Financing and the provisions in this Section 8.7 relating to the Commitment Letters and the Financing Definitive Agreements, which payoff letter and the Financing shall substantially provide (subject be deemed to customary exceptions)refer to the Commitment Letters and the Financing Definitive Agreements as so amended, replaced, supplemented or otherwise modified and to such other financing, as applicable.

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company Seller shall, and shall cause use its subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries Representatives to, use its and their reasonable best efforts to provide to Parent such cooperation as is reasonable and customary for the Debt Financing as may be reasonably requested in writing by Parent the Purchaser and at Purchaser’s sole cost and expense, in connection with obtaining any customary bank debt financing to be obtained by Purchaser to finance the Acquisition (a “Debt Financing”), including, including using reasonable best efforts to: (i) making cause the senior management and advisors of the Seller, the Holding Companies and the Company and its subsidiaries available Subsidiaries to participate in a customary and reasonable number of due diligence meetings, presentationsdrafting sessions, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection presentations and meetings with the Debt Financing shall contain disclosure reflecting Sources, in each case, at reasonable times and upon reasonable prior notice to the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Seller (but limited to one meeting with Debt Financing Sources); (ii) assisting Parent with Parent’s preparation of pro forma provide to Purchaser and its Debt Financing Sources such customary historical financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank customary operating information memoranda, prospectuses, business projections and similar documents used as may be reasonably requested in writing by Purchaser in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries solely to the extent reasonably requested such information is of the type customarily provided by a borrower in connection with debt financings similar to the Debt Financing sourcesand can be prepared by the Seller, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to Holding Companies or the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company Subsidiaries without unreasonable effort or undue burden (it being understood and agreed that that, notwithstanding anything to the Company’s obligations contrary contained herein, none of the Seller, the Holding Companies or the Company Subsidiaries shall be required to provide payoff letters any Excluded Information); (iii) provide information regarding the Business, Holding Companies and the Company Subsidiaries reasonably necessary to assist the Purchaser in respect of preparing pro forma financial statements if the Credit Agreement described in Section 6.10(c) below Purchaser determines such pro forma financial statements are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, legally required to be delivered to the Trustee under the Notes Indenture or customary in connection with the MergerDebt Financing, provided it being understood that any such certificates and documentation do not contain any statements or representations that are not factually accurate the Seller need only assist in the Company’s sole judgment and that preparation thereof, but shall not be required to independently prepare any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the separate pro forma amount of debt of Parent or financial statements; (iv) provide reasonable assistance in connection with the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary preparation by the Company to enable it to delivery any such officer certificate to Purchaser of (x) customary confidential information memoranda and other customary marketing materials for the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants rating agency presentations and advisors (including legal, valuation, and accounting advisorsy) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate definitive documentation for the Debt Financing, including all historical financial statements schedules, providing customary certificates, corporate authorizations and historical financial data regarding other customary closing documents and definitive agreements, and in the Company and its subsidiariescase of secured Debt Financing, facilitating the pledging of collateral for any Debt Financing, in each case case, solely to the extent such materials relate to information concerning the Business, Holding Companies and Company Subsidiaries; (Av) that is required by the Securities Act furnish no later than four (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC4) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time closing of the Debt Financing all documentation and other information about the Holding Companies and the Company and its subsidiaries Subsidiaries required by the Debt Financing Sources to comply with their obligations under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot Act to the extent PATRIOT Act, that has been reasonably requested by Purchaser at least 8 calendar days nine (9) Business Days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation closing of the Debt Financing; provided. Nothing contained in this Section 6.13 or otherwise shall require any of the Holding Companies or the Company Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing or other financing prior to the Closing. To the extent the Purchaser undertakes equity financing to finance the Acquisition, the Seller shall provide reasonable and customary cooperation, provided that nothing herein shall require the Seller or any of its Representatives to prepare or deliver any Excluded Information. (1b) such cooperation to The Seller, on behalf of itself, the extent it would interfere materially Holding Companies and unreasonably with the business or operations of the Company or its subsidiariesSubsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its logos of the Holding Companies and its subsidiaries’ logos Company Subsidiaries in connection with the arrangement of the Debt FinancingFinancing in connection with the Acquisition; provided that such logos are shall be used solely in a manner that is customary for financing transactions of the type contemplated by the Debt Financing and such logos will not be used in a manner that is intended to or reasonably likely to harm or disparage the Company or Seller, any of its Subsidiaries or the reputation or goodwill of the Affiliates, Holding Companies and Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredSubsidiaries. (bc) Notwithstanding anything in this Section 6.10 the foregoing, nothing herein shall require such cooperation to the contrary, neither the Company nor any of its subsidiaries shall be required to extent it would (i) bear require the Seller or its Affiliates (including, prior to the Closing, any out-of-pocket cost Holding Company or expense Company Subsidiary) (collectively, the “Company Cooperation Parties”) to: (A) agree to pay any commitment or other similar fee, incur any actual or potential, cost. expense, fee or liability, make any payment or give any indemnities, guarantees or pledges prior to the closing of the Debt Financing unless Purchaser agrees to indemnify the applicable Company Cooperation Party or otherwise reimburses Seller at Closing or (B) enter into or approve any Debt Financing that is not reimbursed pursuant to this Section 6.10(b) conditioned on the occurrence of the Closing or pay have any fee in connection with obligation of any Company Cooperation Party under any agreement, certificate, document or instrument be effective until the Debt FinancingClosing, (ii) incur require any liability (or cause their respective directors, officers or employees Company Cooperation Party to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement contract or commitment encumber any asset that would be is effective prior to the Effective Time Closing Date, (other than iii) require any Company Cooperation Party to take any action that would reasonably be expected, in their reasonable judgment after consultation with its legal counsel, to conflict with, or result in any violation or breach of, any applicable (A) Laws or (B) obligations of confidentiality (not created in contemplation hereof) binding on such management representation letters and authorization letters with respect Company Cooperation Party (provided that in the event that any Company Cooperation Party does not provide information in reliance on the exclusion in this clause (B), the Seller shall provide notice to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations Purchaser promptly that such information does is being withheld (but solely if providing such notice would not contain violate such obligation of confidentiality)), (iv) interfere unreasonably with the business or operations of Seller or its Affiliates or any other Company Cooperation Party, (v) conflict with or violate the organizational documents of the Company Cooperation Parties or any applicable Laws or any applicable Judgment or result in the disclosure of trade secrets or competitively sensitive information to third parties or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (vi) conflict or be reasonably expected to result in a material misstatement violation or omissionbreach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which any of the Company Cooperation Parties is a party, (vii) require any of the Company Cooperation Parties to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice, (viii) provide or deliver any internal or external legal opinions by the Company Cooperation Parties, (ix) require any of the Company Cooperation Parties to consent to a pre-filing of UCC-1s or any other grant of Liens or that result in any Company Cooperation Party being responsible to any third parties for any representations or warranties prior to the public-side versions Closing or (x) require any of such the Company Cooperation Parties to prepare or deliver any Excluded Information. The Representatives of the Company Cooperation Parties shall not be required to execute any documents or certificates, or modify any existing documents, if any, do not include material non-public information with respect prior to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, Closing Date. (d) The Purchaser shall reimburse the Company Seller for all reasonable and documented out-of-pocket costs costs, fees and expenses of its outside attorneys and accountants, to the extent such costs, fees and expenses are incurred by the Company, its subsidiaries Seller and its and their respective representatives any other Company Cooperation Parties in connection with their respective it complying with the obligations pursuant to under this Section 6.106.13. Parent ▇▇▇▇▇ shall indemnify and hold harmless Seller and the Company, its subsidiaries and its and their respective representatives other Company Cooperation Parties from and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by any of them as a result of the arrangement of any Debt Financing or their cooperation and assistance obligations and any information used therein. (e) The parties hereto acknowledge and agree that the provisions contained in this Section 6.13 represent the sole obligations of the Company Cooperation Parties with respect to cooperation in connection with the arrangement of any Debt Financing and any information utilized or other financing to be obtained by Purchaser in connection therewith (with the Acquisition, and no other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach provision of this Agreement by, (including the Company 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 by Purchaser or any other financing or other transactions be a condition to any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesPurchaser’s obligations under this Agreement. (cf) The Company shall deliver to Acquisition Sub on or prior Notwithstanding anything to the Acceptance Timecontrary in this Agreement, a payoff letter the failure of the Seller to comply with respect this Section 6.13 shall not, in and of itself, give rise to the Credit Agreement, dated as failure of June 27, 2011, a condition precedent set forth in Section 9.01 or a right terminate this Agreement pursuant to Section 11.01 unless such failure is the result of a Willful Breach by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)Seller of any provision of this Section 6.13.

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company shall, and shall cause its subsidiaries to, and shall use its commercially reasonable best efforts efforts, at the sole cost and expense of Parent (but solely to cause the respective officersextent such costs are reasonable and documented out-of-pocket costs and expenses), employeesto cooperate with Parent as is reasonably necessary in connection with the arrangement of the Debt Financing (and any amendments, consultants supplements, replacements or modifications thereto in accordance with Section 8.20 by Parent), to the extent customary and advisorsreasonably requested by Parent, including legal and accounting advisors, including: (i) causing appropriate members of the management team of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate during normal business hours in a reasonable and limited number of meetings, lender presentations, road shows and due diligence sessions sessions, drafting sessions, calls and meetings with proposed lendersprospective lenders and ratings agencies, underwritersin each case, initial purchasers or placement agentsupon reasonable notice at mutually agreed times and places, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with only to the extent customarily needed for financing of the type contemplated by the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Commitment Letter; (ii) assisting Parent with Parent’s (or any applicable Affiliate of Parent’s) preparation of pro forma financial information and pro forma financial statements and other customary materials for rating agency and lender presentations, offering documents, private placement memoranda, registration statements, bank confidential information memoranda, prospectuses, business projections memoranda and similar customary documents used reasonably requested in connection with the Debt Financing Financing, and providing provide reasonable and customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by authorization letters for the Debt Financing sources, Sources authorizing the distribution of information to prospective lenders and providing other financing sources and containing customary authorization and representation letters in connection therewith, information; (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to assisting Parent with Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the ’s (or any applicable Affiliate of Parent’s) preparation of (but not executing) any pro forma financial statements to be included in the documents referred to in clause (ii) aboveguarantee, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type documents contemplated by the Debt Financing, and (C) as is any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, and otherwise necessary in order to reasonably assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from facilitating the Company’s independent accountants in connection with offerings pledging of debt securities, in each case collateral at or after the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in Closing contemplated by the Debt Financing (if applicable) as may be reasonably requested by Parent; and (iv) delivery to evaluate Parent of the Company’s and Financing Information. (b) Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Section 8.19 shall require the Company or its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating theretoAffiliates or Representatives (i) to execute any definitive financing documents, including inventory appraisals and field auditsany credit or other agreements, for the purpose of establishing collateral arrangements and (B) establish bank and pledge documents, security documents or other accounts and blocked account contracts and lock box arrangements certificates in connection with the foregoing after the Acceptance TimeFinancing (other than as expressly set forth in Section 8.19(a)(ii) and Section 8.19(a)(iii) above), (xii) providing at least 4 Business Days prior to the Acceptance Time all documentation and provide cooperation or take any other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act action to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would reasonably be expected to interfere materially and unreasonably in any material respect with the business or operations of the Company or its subsidiariesAffiliates, (2iii) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior provide cooperation to the date extent that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect it would reasonably be expected to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate any applicable Law or result in a breach of, or a default under, any Material Contract, (xiv) to provide cooperation to the Company’s Restated Certificate extent that it would reasonably be expected to interfere in any material respect with or materially adversely affect any commercial relationships with customers, suppliers or other parties, (v) to breach, waive or amend any terms of Incorporation this Agreement, (vi) to provide cooperation to the extent it would cause any condition to the Closing set forth in Section 9.1, Section 9.2 or By-lawsSection 9.3 to not be satisfied, (vii) to violate any obligation of confidentiality (not created in each case contemplation hereof) binding on the Company or its Affiliates or Representatives or disclose any information that is legally privileged (provided that in the event that the Company or its Affiliates or Representatives do not provide information in reliance on the exclusion in this clause (vii), the Company or its Affiliates or Representatives shall use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)) or (viii) to deliver any financial statements to the extent not produced by the Company in the Ordinary Course of Business. Additionally, (A) none of the Company or its Affiliates shall be required to pay or incur any fee or incur or assume any liability or obligation in connection with any Debt Financing prior to the Closing (other than as are not expressly contingent upon Closing or reimbursable or payable by Parent, and except for the earlier obligation to deliver the customary authorization and representation letter referenced above), (B) none of the Acceptance Time directors of the Company or its Affiliates shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos transactions contemplated in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time Time, (other than such management representation letters and authorization letters with respect to information memorandaC) except as set forth in Section 8.19(a)(iii), authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf none of the Company or its Affiliates or Representatives shall be required, prior to the Closing, to make any representation to Parent, any of its subsidiaries)Affiliates, in each case other than any lender, agent or lead arranger to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct ofDebt Financing, or breach any other Person with respect to any action under this Section 8.19, including as to solvency, or to deliver or require to be delivered any solvency or similar certificate or any legal opinion, and (D) except as contemplated by Section 8.14, none of this Agreement by, the Company or its Affiliates or Representatives shall be required to seek any amendment, waiver, consent or other modification under any Indebtedness. Nothing hereunder shall require any employee, officer, director or other Representative of the Company or its subsidiaries Affiliates or their respective affiliatesRepresentatives to deliver any certificate or other document or take any other action that would potentially result in personal liability to such employee, officersofficer, directors, employees, accountants, agents director or representativesother Representative. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company shallshall use its reasonable best efforts to, and shall cause its subsidiaries Subsidiaries to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their Representatives to, provide, at the respective officersexpense of Parent, employeesall cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (provided, consultants and advisors, including legal and accounting advisors, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders), presentations, road shows, due diligence sessions and its subsidiaries tosessions with rating agencies, provide at reasonable times and with reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to Parent such cooperation solvency matters substantially in the form attached to the Debt Commitment Letter) as may be reasonably requested by Parent in connection with obtaining Parent, and to the extent required by the Debt Financing, includingusing reasonable best efforts to facilitate the pledging of, and perfection of security interests in, collateral, in each such case, effective no earlier than the Effective Time, (iiii) making senior management furnishing Parent and advisors the Lenders as promptly as reasonably practicable the financial statements of the Company and its subsidiaries available consolidated Subsidiaries required by paragraph 4 in Exhibit D to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Commitment Letter (ii) assisting Parent with Parent’s preparation of pro forma such financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memorandathe “Required Financial Information”) and, prospectuses, business projections and similar documents used in connection with following the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance delivery of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating a request therefor to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources(which notice shall state with specificity the information requested), and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary such financial and other information regarding the Company as is readily available to the Company at such time and its subsidiaries reasonably requested by Parent as promptly as practicable following such request is customarily required in connection with the execution of financings of a type similar to consummate the Debt Financing, including all historical (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as required by paragraph 5 in Exhibit D to the Debt Commitment Letter; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical financial data regarding books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing) and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable request, using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its subsidiaries, in each case (A) Subsidiaries that is required by do not become effective until the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC Effective Time with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of entering into the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in definitive documentation for the Debt Financing and otherwise as necessary to evaluate authorize consummation of the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements Debt Financing and (Bvii) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Timeif requested by Parent, (x) providing provide, at least 4 three (3) Business Days prior to the Acceptance Time Closing Date, all documentation and other information about relating to the Company and its subsidiaries Subsidiaries as is required by applicable “know your customer” and anti-money laundering rules and regulations regulations, including the USA Patriot PATRIOT Act and including, if the Company or any of its subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter), to the extent requested by Parent in writing at least 8 calendar days nine (9) Business Days prior to the anticipated Acceptance TimeClosing Date. Notwithstanding the foregoing, and neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (xiA) subject to would require the occurrence of the Acceptance TimeCompany, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business its Subsidiaries or operations any Persons who are officers or directors of the Company or its subsidiariesSubsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above) or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (2B) delivery of (A) cause any other financial information representation or warranty in a form not customarily prepared this Agreement to be breached by the Company or (B) any financial information with respect to a fiscal period that has not yet endedof its Subsidiaries, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the reputation Debt Financing prior to the Closing or goodwill have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of their logos and on such other customary terms and conditions as its Subsidiaries to incur any personal liability, (E) conflict with the organizational documents of the Company shall or its Subsidiaries or any Laws, (F) reasonably impose. If be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor or any of its subsidiaries shall Subsidiaries is a party, (G) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (H) prepare any financial statements or information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be required available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (iI) bear require the Company or any out-of-pocket cost of its Subsidiaries to enter into any instrument or expense agreement (other than the authorization and representation letters referred to in clause (v)(A) above) that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing effective prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to if the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information Closing does not contain a material misstatement occur. Nothing contained in this Section 5.13 or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to otherwise shall require the Company or any of its subsidiaries or their securities for purposes of United States federal securities lawsSubsidiaries, and other than consents of accountants for use of their reports in any materials relating prior to the matters described above)Closing, to be an issuer or other obligor with respect to the Debt Financing. Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, Company or its subsidiaries and its and Subsidiaries or their respective representatives Representatives in connection with their respective obligations pursuant to the cooperation contemplated by this Section 6.10. Parent 5.13 and shall indemnify and hold harmless the Company, its subsidiaries Company and its Subsidiaries and their respective representatives Representatives from and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information utilized used in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.13). (b) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any of its subsidiaries), in each case other than financing (including the Financing) to be obtained by Parent or Merger Sub with respect to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach transactions contemplated by this Agreement and no other provision of this Agreement by(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, for the avoidance of doubt, the Company Financing) by Parent, Merger Sub or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents Affiliates or representativesany other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) The All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.13 shall deliver be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to Acquisition Sub on or prior to those contained in the Acceptance TimeConfidentiality Agreement (which, a payoff letter with respect to the Credit AgreementLenders, dated shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing, so long as the Company has a reasonable opportunity to preview such use of June 27, 2011, by logos and among such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; (ii) are used solely in connection with a description of the Company, its business and products or the lenders party thereto Merger (including in connection with any marketing materials related to the Debt Financing); and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)iii) are displayed and presented in a manner consistent with the Company’s past practices.

Financing Cooperation. (a) Prior to the Acceptance Time, the The Company shall, and shall cause its subsidiaries each Company Subsidiary to, and shall use its respective reasonable best efforts to provide (and cause the their respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide Representatives to Parent provide) such cooperation in connection with arranging, obtaining and syndicating the Debt Financing as may be reasonably requested by Parent or Purchaser, as applicable, as is customary in connection with obtaining the Debt Financing; provided that such requested cooperation is consistent with applicable Law and does not unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary. Such cooperation by the Company and the Company Subsidiaries shall include, including, in each case at the reasonable request of Parent: (i) making senior management preparing and advisors of furnishing Parent and the Lenders, as promptly as practicable, all Required Information and all other financial and other pertinent information and disclosures regarding the Company and its subsidiaries available the Company Subsidiaries as may be reasonably requested by Parent or Purchaser, as applicable, for use in connection with the Debt Financing; (ii) causing the Company’s senior officers to participate in a reasonable number of lender meetings, presentations, road shows rating agency presentations and due diligence sessions with proposed lendersmeetings at reasonable times and upon reasonable advance notice; (iii) assisting Parent and Purchaser, underwriters, initial purchasers or placement agentsas applicable, and the Lenders in sessions the preparation of Debt Marketing Documents (and any supplements thereto) solely with rating agencies; provided thatrespect to information relating to the Company and the Company Subsidiaries; (iv) reasonably cooperating with the marketing efforts of Purchaser and the Lenders in connection with the Debt Financing, including direct contact between such management of the Company and potential lenders in the Debt Financing; (v) reasonably cooperating with Parent’s legal counsel in connection with customary legal opinions required of Purchaser in connection with the Debt Financing; (vi) reasonably assisting Purchaser in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter, including assisting Purchaser and the Lenders in the preparation of customary materials for rating agency presentationspresentations solely with respect to information relating to the Company and the Company Subsidiaries; (vii) reasonably assisting in the preparation of, bank information memoranda and executing and delivering Debt Financing Agreements and other customary financing documents, including guarantee and collateral documents and other certificates and documents as may be reasonably requested by Parent or similar documents required Purchaser, as applicable; (viii) facilitating the pledging of collateral for the Debt Financing (including delivery of original stock certificates and original stock powers of the Company Subsidiaries on the Merger Closing Date in connection with the Debt Financing shall contain disclosure reflecting to the extent available to the Company); (ix) using reasonable best efforts to assist the Lenders in benefiting from the existing lending relationships of the Company; (x) taking all ministerial company actions, subject to and only effective upon the occurrence of the Acceptance Time, reasonably requested by Parent or Purchaser, as applicable, to permit the consummation of the Debt Financing; (xi) at least four (4) business days prior to the Acceptance Time, providing all documentation and other information about the Company and/or its and the Company Subsidiaries as is reasonably requested in writing by Parent or Affiliates Purchaser, as applicable, at least eight (8) calendar days prior to the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used Acceptance Time in connection with the Debt Financing that relates to applicable “know your customer” and providing customary estimates anti-money laundering rules and other forward-looking financial information regarding regulations including without limitation the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, USA PATRIOT Act; and (iiixii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation obtain customary payoff letters and other documentslien terminations, if applicable, to the extent reasonably requested by Parentnecessary to allow for the payoff, discharge and otherwise reasonably facilitating the pledging termination of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Existing Loan Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c7.16(c) below). (b) and its subsidiariesNotwithstanding anything in this Agreement to the contrary, and executing and delivering an (A) none of the Company, any Company Subsidiary or any director, manager, officer certificate, or employee thereof shall be required to be delivered to the Trustee under the Notes Indenture pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other actual or potential liability or obligation in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Effective Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) that is not subject to the occurrence of the Acceptance TimeMerger Closing (other than such management and representation letters included in the Required Information), taking all corporate actions necessary (B) none of the Company, any of the Company Subsidiaries or any of their respective directors or officers shall be obligated to permit consummation adopt resolutions or execute consents to approve or authorize the execution of the Debt Financing; provided, provided that nothing herein this clause (B) shall require (1) such cooperation to not prohibit the extent it would interfere materially and unreasonably with adoption or execution of any resolutions or consents effective no earlier than the business Effective Time by any persons that shall remain or operations will become officers or directors of the Company or its subsidiaries, (2) delivery any of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet endedSubsidiaries as of the Effective Time, or and (C) neither the Company nor any financial statement with respect Company Subsidiary shall be required to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of take any action that would conflict with or violate (x) reasonably be expected, in the reasonable judgment of the Company’s Restated Certificate of Incorporation , to conflict with, or By-lawsresult in any violation or breach of, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable LawsLaw, any Material Contract binding on the Company or the Company Subsidiaries on the date hereof. The Company hereby consents to the use of its the Company’s and its subsidiariesthe Company Subsidiaries’ logos in connection with the Debt FinancingFinancing on such customary terms and conditions as the Company shall reasonably impose; provided provided, however, that such logos are used solely in a manner that is not intended to intended, or reasonably likely likely, to harm harm, disparage or disparage otherwise adversely affect the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredCompany. (bc) Notwithstanding anything in this Section 6.10 to the contraryParent or Purchaser, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financingas applicable, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries the Company Subsidiaries and its and their respective representatives Representatives in connection with their respective obligations pursuant to this Section 6.107.16(a). Parent and Purchaser shall jointly and severally indemnify and hold harmless the Company, its subsidiaries and its the Company Subsidiaries and their respective representatives Representatives, from and against any and all claims, losses, liabilities, damages, claimsjudgments, inquiries, fines and reasonable fees, costs or and expenses, including attorneys’ fees, fees and expenses of the Company’s accounting firms engaged to assist in connection with the Debt Financing, and disbursements suffered or incurred by any of them in connection with the Debt Financing and (except to the extent suffered or incurred as a result of (i) the gross negligence, willful misconduct or material breach of this Agreement by the Company, any Company Subsidiary or any Representative thereof, in each case as determined by a court of competent jurisdiction, or (ii) any information utilized used in connection therewith (other than any information with the Debt Financing provided in writing specifically for use to Parent by or on behalf of the Company or any of its subsidiariesCompany Subsidiary), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (cd) The Company shall deliver to Acquisition Sub on or Purchaser either (i) at least three (3) business days prior to the Acceptance Time, a payoff letter from the agent or other authorized representative with respect to the Credit Existing Loan Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions) that upon receipt of the payoff amount set forth in the payoff letter (and, if applicable, cash collateral with respect to letters of credit), (x) the respective indebtedness incurred thereunder and related instruments shall be terminated and (y) all Liens and guarantees, if any, in connection therewith relating to the assets and properties of the Company or any of the Company Subsidiaries securing such Indebtedness, shall be released and terminated or (ii) prior to the Acceptance Time, a letter from the agent or other authorized representative confirming that (x) the indebtedness incurred thereunder and related instruments has been repaid in full (or if applicable, cash collateralized) and terminated, and (y) all Liens and guarantees, if any, in connection therewith relating to the assets and properties of the Company or any of the Company Subsidiaries securing such Indebtedness, have been released and terminated.

Financing Cooperation. (a) Prior to If requested by the Acceptance TimePurchaser, the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause will provide the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such following cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting Purchaser obtaining any Permitted Loan: (i) using reasonable efforts to facilitate deposit of the Notes in book-entry-only form at The Depository Trust Company and/or its Subsidiaries or Affiliates as contemplated by the obligor only at Indenture and after the Effective Time, (ii) assisting Parent entering into an issuer agreement (an “Issuer Agreement”) with Parenteach lender in the form attached hereto as Exhibit D. Anything in the preceding sentence to the contrary notwithstanding, the Company’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with obligation to deliver an Issuer Agreement is conditioned on (i) the Debt Financing and providing customary estimates and other forward-looking financial information regarding Purchaser delivering to the further performance Company a copy of the business of Permitted Loan to which the Issuer Agreement relates and (ii) 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 Permitted Loan being entered into in accordance with this Agreement, the Purchaser has pledged the Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and its subsidiaries that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent reasonably requested by applicable, whether the Debt Financing sources, and providing customary authorization and representation letters in connection therewithregistration rights under Article V are being assigned to the lenders under that Permitted Loan, (iiiC) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting that an Event of Default (as defined in the preparation of any pro forma financial statements to be included in Issuer Agreement) constitutes the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to circumstances under which the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee lenders under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or Permitted Loan may foreclose on the Notes Indenture ; and/or the underlying shares of Company Common Stock and provided further that, to a Coverage Event constitutes circumstances under which the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including Purchaser may sell the amount Notes and/or the underlying shares of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action Common Stock in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiariessatisfy a margin call or repay a Permitted Loan, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the anticipated Acceptance Time, terms of the Investment Agreement and (xiD) subject to the occurrence Purchaser acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement. Purchaser acknowledges and agrees that the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially statements and unreasonably with the business or operations agreements of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by an Issuer Agreement are solely for the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end benefit of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time that in any dispute between the Company and the Purchaser under this Agreement the Purchaser shall not be entitled to time), which payoff letter shall substantially provide (subject to customary exceptions)use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. (a) Prior From the date hereof until the Closing (or the earlier termination of this Agreement pursuant to Section 9.1), subject to the Acceptance Timelimitations set forth in this Section 7.15, and unless otherwise agreed by Parent, the Company shallwill use its reasonable best efforts to cooperate, and shall cause use its subsidiaries to, and shall use reasonable best efforts to cause the its Subsidiaries (and each of their respective officers, directors, employees, consultants accountants, consultants, legal counsel, affiliates and advisorsagents) to cooperate, including legal and accounting advisors, with Parent as reasonably requested by Parent or the Debt Financing Sources in connection with the arrangement of the Company Financing at Parent’s sole cost and its subsidiaries expense. Such cooperation will include and be limited to using reasonable best efforts to: (i) make officers of appropriate seniority reasonably available, provide with appropriate advance notice and at times and locations reasonably acceptable to Parent such cooperation the Company, for participation in bank meetings, additional bank calls during normal business hours at times to be mutually agreed, due diligence sessions, reasonable assistance in the preparation of confidential information memoranda and similar customary documents as may be reasonably requested by Parent or any Financing Source, in each case, with respect to information relating to the Company and its Subsidiaries in connection with obtaining customary marketing efforts of Parent for all or any portion of the Financing; (ii) furnish Parent and the Financing Sources with copies of such historical financial data with respect to the Company and its Subsidiaries which is prepared by the Company in the ordinary course of business and other financial data or other pertinent information as may be required to be delivered to satisfy a condition precedent under the Debt FinancingCommitment Letter, includingand is customarily required for the arrangement and syndication of debt financings similar to the Financing or is required pursuant to the Commitment Letters, but in any case, limited to: (iA) making senior management monthly production and advisors accounting lease operating statements of the Company and its subsidiaries available Subsidiaries for (1) the 14 months ended June 30, 2019 and (2) on or before the date that is 75 calendar days after the end of each month thereafter, for each such month ending thereafter, (B) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of the Company for the three most recently completed fiscal years ended at least 75 days prior to participate the Closing Date, (C) subject to the receipt of customary non-reliance letters and reports prepared by third parties, reserve reports (and related data) and access to land records and databases and (D) unaudited consolidated balance sheet and related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, on a consolidated basis, as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) at least 60 days prior to the Closing Date (in a reasonable number of meetingseach case, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection together with the Debt Financing shall contain disclosure reflecting corresponding comparative period from the prior fiscal year); (iii) assist with the preparation of appropriate and customary materials relating to the Company and/or and its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentationspresentations and meetings, offering documents, private placement memoranda, registration statementsmarketing materials, bank information memoranda, prospectuseslender presentations, business projections investor presentations and similar documents used documents, in each case, reasonably requested in connection with the Debt Financing and providing customary estimates and other forward-looking financial Financing, and, in each case, with respect to information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, its Subsidiaries; (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent provide information reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information Sources regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing Subsidiaries at least 4 four (4) Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by Closing Date under applicable “know your customer,” and anti-money laundering rules and regulations including and the USA Patriot PATRIOT Act to the extent of 2001, in each case, requested in writing at least 8 calendar days nine (9) Business Days prior to the anticipated Acceptance TimeClosing Date; (v) provide reasonable and customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders (xiincluding with respect to presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions; (vi) assist with the occurrence preparation of the Acceptance Timeany credit agreement, taking all corporate actions necessary pledge and security documents, perfection certificates, mortgages, deeds of trust, hedging agreements, or other definitive financing documents or other documents related to permit consummation of the Debt FinancingFinancing (including schedules, exhibits, solvency certificates in the form required by the Debt Commitment Letter, insurance certificates, certificates relating to legal opinions, evidence of corporate authority and other customary officer’s and secretary’s certificates) as may be reasonably requested by Parent; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations no obligation of the Company or any Subsidiary under any such document or agreement shall be effective until the Closing; (vii) facilitate the pledging of collateral owned by the Company and its subsidiariesSubsidiaries as reasonably requested by Parent; provided, that no pledge shall be effective until the Closing; and (2viii) (A) allow the usual and customary use of the logos of the Company and its Subsidiaries in connection with any debt financing (provided such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company and its Subsidiaries’ reputation or goodwill) and (B) in connection with the Closing, allow the placement of customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as the Debt Financing Sources may choose, and circulate similar promotional materials in the form of a “tombstone” or otherwise describing aspects of the transactions contemplated hereby and the Debt Financing. provided, that Parent shall promptly upon receipt of a reasonably detailed invoice therefor, reimburse the Company for any reasonable and documented out of pocket expenses and costs incurred in connection with the obligations of the Company and its Subsidiaries under this Section 7.15; provided, further, except as expressly set forth herein, that nothing in this Agreement shall require the Company or its Subsidiaries to cause the delivery of (A) legal opinions or reliance letters, (B) any other financial information in a form not customarily prepared by the Company with respect to such period or (BC) any financial information with respect to a fiscal period that has not yet ended, ended or has ended less than sixty (C60) any financial statement with respect to any fiscal quarter (other than the fourth quarter) days prior to the date that is 40 days after the end of the applicable fiscal quartersuch request (or, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses annual financial statements, seventy-five (75) days prior to such request). (b) Notwithstanding anything to the contrary contained in this Agreement (including this Section 7.15): (i) nothing in this Agreement (including this Section 7.15) shall require any such cooperation to the extent that it would: (A) require the Company or any of its Subsidiaries to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing that will not be reimbursed by Parent; (B) materially interfere with the ongoing business or operations of the Company or any of its Subsidiaries; (C) require the Company or any of its Subsidiaries to enter into any agreement or other document effective prior to the Closing (other than authorization letters, confirmations and undertakings described in Section 7.15(a)(iv) or Section 7.15(a)(v)) or agree to any change or modification of any existing agreement that would be effective prior to the Closing (other than customary authorization letters); (D) require, prior to the Effective Time, the Company, any of its Subsidiaries or any of their respective boards of directors (or equivalent bodies) to approve or authorize the Financing; (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of require any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill organizational documents of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as Laws, orders or result in the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parentcontravention of, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would reasonably be effective prior expected to the Effective Time result in a violation or breach of, or default under, any material contract (other than such management representation letters and authorization letters with respect including any Contract) to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to which the Company or any of its subsidiaries Subsidiaries is a party; (F) cause any director, officer, employee or their securities stockholder of the Company or any of its Subsidiaries to incur any personal liability; (G) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; or (H) prepare separate financial statements for purposes any Subsidiary of United States federal securities lawsthe Company or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; and (ii) no action, and liability or obligation (including any obligation to pay any commitment or other than consents fees or reimburse any expenses) of accountants for use the Company, its Subsidiaries, or any of their reports in respective Representatives under any materials certificate, agreement, arrangement, document or instrument relating to the matters described above). Furthermore, Financing (other than with respect to customary authorization letters) shall be effective until the Closing. (c) Parent shall, promptly upon request shall indemnify and hold harmless the Company and its Subsidiaries (other than with respect to any of the following that result from information furnished by the CompanyCompany or its Subsidiaries) against any claim, reimburse the Company for all loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), reasonable and documented out-of-pocket costs expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and third-party accountants) or settlement payment incurred by as a result of such cooperation or the CompanyFinancing (or, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Companyif applicable, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing Substitute Financing) and any information utilized used in connection therewith (other than therewith; provided however, that the foregoing shall not apply to any information provided in writing specifically for use by item arising from the willful misconduct or on behalf gross negligence of the Company or any of its subsidiaries)Subsidiaries or their respective Affiliates or Representatives. All non-public or other confidential information provided by the Company and its Affiliates and Representatives pursuant to this Section 7.15 shall be kept confidential in accordance with Section 7.3. (d) Notwithstanding anything to the contrary contained in this Agreement, in each case other than no event shall the reasonable best efforts of Parent require or be deemed or construed to require Parent to pay any fees in excess of those contemplated by the Debt Commitment Letter (whether to secure waiver of any conditions contained therein or otherwise). (e) Notwithstanding anything to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of contrary contained in this Agreement by, or any obligations of the Company or any its Subsidiaries to deliver information to Parent or the Debt Financing Sources pursuant to this Section 7.15, Parent shall be responsible for delivery of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior all information to the Acceptance Time, a payoff letter Debt Financing Sources in connection with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)Debt Financing.

Financing Cooperation. (a) Prior to the Acceptance Time, the The Company shall, and shall cause its subsidiaries the Company Subsidiaries and the Company Representatives to, and shall use reasonable best efforts to cause reasonably cooperate in connection with the respective officers, employees, consultants and advisors, including legal and accounting advisors, arrangement of any debt financing (the Company and its subsidiaries to, provide to Parent such cooperation “Financing”) as may be reasonably requested by Parent in connection (provided that such requested cooperation does not unreasonably interfere with obtaining the Debt Financing, including, (i) making senior management and advisors ongoing operations of the Company and its subsidiaries available to participate the Company Subsidiaries). Such cooperation by the Company, the Company Subsidiaries and the Company Representatives shall include, at the reasonable request of Parent, (a) participation in a reasonable number of meetings, presentationsdrafting sessions, road shows rating agency presentations and due diligence sessions sessions, (b) furnishing Parent and the Parent Representatives with proposed lendersthe Required Information, underwriters(c) assisting Parent and its financing sources in the preparation of offering and syndication documents and materials, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any including rating agency presentations, bank information memoranda or road show presentations and similar documents required and materials, in connection with the Debt Financing shall contain disclosure reflecting (all such documents and materials, collectively, the Company and/or its Subsidiaries “Offering Documents”), including providing customary authorization letters related thereto, (d) facilitating the execution and delivery at the Closing of definitive documents related to the Financing, (e) facilitating the pledging at or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation Closing of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used collateral in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to ParentFinancing, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters any customary collateral documents and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to documents as may be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate (including a certificate of the Debt Financing, including all historical chief financial statements and historical financial data regarding officer of the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities solvency matters as of Parent (other than Rule 3-09Closing, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptionsas applicable), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (Cf) as is otherwise necessary in order using commercially reasonable efforts to assist in receiving obtain customary “comfort” (including as to “negative assurance” comfort payoff letters, redemption notices, releases of liens and change period) from the Company’s independent accountants in connection with offerings instruments of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business termination or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Lawsdischarge. The Company hereby consents to the reasonable use of its and its subsidiaries’ logos in connection with the Debt Financing; provided , provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos marks and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to pay, or promptly reimburse the Company within four Business Days after Company, for all reasonable out-of-pocket expenses and costs incurred in connection with the delivery of such notice a written notice that describes Company’s obligations under this Section 5.9, including reasonable out-of-pocket expenses and costs incurred in connection with reasonable specificity furnishing any Required Information not currently in the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. Company’s possession (b) including any special audit reports or similar information). Notwithstanding anything in this Section 6.10 Agreement to the contrary, neither the Company nor any of its subsidiaries the Company Subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation, to the extent that such liability or obligation in connection with any Financing would become effective prior to the Closing Date. The Company shall not assume any liability or responsibility for the use of any of the Required Information in connection with the Debt Financing, (ii) incur Financing and shall not be required to express any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior view as to the Effective Time or (iii) enter into reasonableness of any agreement or commitment that would be effective prior to assumptions made by the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company Parent or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above)affiliates. Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations All such information shall be made available only pursuant to this Section 6.10. Parent shall indemnify and hold harmless confidentiality agreements or arrangements that are customary in the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf context of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesFinancing. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company shall, and shall cause its subsidiaries to, and Parent shall use reasonable best efforts to provide, and shall use its reasonable best efforts to cause the respective officersTransferred Entity and its and the Transferred Entity’s Representatives to provide, employeesin each case, consultants at Buyer’s sole cost and advisorsexpense, with such cooperation and assistance as is customary or reasonably requested by Buyer in connection with any proposed Debt Financing, which reasonable best efforts shall include (without limiting the generality of the foregoing): (i) facilitating the pledging of collateral and provision of guarantees supporting the Debt Financing that are required for closing under any Definitive Agreements related to the Debt Financing, including legal assisting with the preparation of a perfection certificate and accounting advisorsother customary documents relating to the Debt Financing; provided, of that no pledge or guarantee shall be effective until the Company Closing; (ii) providing such corporate resolutions, certificates and its subsidiaries to, provide to Parent such cooperation other documents and customary corporate authorizations as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required Buyer in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective TimeFinancing; provided, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements that no such certificates, resolutions and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with shall be effective until the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, Closing; (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parentthe delivery, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 four (4) Business Days prior to the Acceptance Time Closing Date (to the extent requested from Parent at least eight (8) Business Days prior to the Closing Date), of all documentation and other information about Parent and the Company Transferred Entity as is reasonably requested in writing by ▇▇▇▇▇ (including on behalf of the Debt Financing Sources) and its subsidiaries required by to be delivered pursuant to applicable “know your beneficial ownership,” “know-your-customer” and anti-money laundering rules and regulations regulations, including the USA Patriot PATRIOT Act to and the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and Beneficial Ownership Regulation (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing31 C.F.R. § 1010.230); provided, that nothing herein shall require (1) such cooperation that, notwithstanding anything in this Agreement to the extent it would interfere contrary, none of Parent, the Transferred Entity or their respective Representatives shall (a) have any liability or obligation under any Definitive Agreements until the Closing has occurred; (b) be required to take any action that will unreasonably and materially and unreasonably with disrupt the ordinary conduct of the business or operations of Parent or the Company Transferred Entity; (c) be required to pass resolutions or its subsidiariesconsents, (2) delivery of (A) approve or authorize the execution of, or execute any document, agreement, certificate or instrument or take any other financial information in a form not customarily prepared by the Company or (B) any financial information corporate action with respect to a fiscal period the Debt Financing that has is not yet ended, contingent on the Closing or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) that would be effective prior to the date that is 40 days after Closing; (d) be required to take any action pursuant to this Section 5.21 to the end extent any such action would reasonably be expected to result in personal liability to any director, manager, officer or employee of Parent or the applicable fiscal quarter, Transferred Entity; (e) be required to prepare or (D) be required to deliver any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement statements other than as Parent would deliver in respect of any period ended December 31, 2013, unless, except the Business in the case ordinary course of clauses business or consistent with past practice; (Af) and (E), such information is earlier reasonably available be required to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of take any action that would will conflict with or violate any legal requirements or result in the contravention of, or would reasonably be expected to result in a violation or breach of, or default under, any Law (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon prior to the earlier Closing); or (g) be required to cause the delivery of any legal opinions or any authorization letters by Parent or the Transferred Entity. (b) Buyer shall indemnify and hold harmless Parent, the Transferred Entity and each of their respective Representatives from and against any and all liabilities or Losses suffered or incurred by them in connection with the Debt Financing and any cooperation provided pursuant to this Section 5.21 and any information utilized in connection therewith (other than to the extent such losses or liabilities arose out of the Acceptance Time bad faith, gross negligence or willful misconduct or the information so provided by Parent or any of its Representatives). Additionally, Buyer shall, promptly upon written request by ▇▇▇▇▇▇, reimburse it for all reasonable and documented out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees) to the Effective Time extent such costs, fees and expenses are incurred by Parent or any of its Affiliates, in connection with any such party complying with the obligations under this Section 5.21. (yc) any applicable Laws. The Company Parent hereby consents to the use of its and its subsidiaries’ the Transferred Entity’s trademarks and logos in connection with the Debt Financing; provided provided, that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company Parent or any of its Subsidiaries the Transferred Entity or the reputation or goodwill of the Company Parent or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Transferred Entity. (d) Parent a written notice to such effect, in which case the Company shall will be deemed to have delivered the Required Financial Information at the time of delivery of such noticebe in compliance with this Section 5.21, and Buyer shall not allege that Parent is or has not been in compliance with this Section 5.21, unless Parent shall provide and until ▇▇▇▇▇ provides written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner (or to the Company extent such breach may not be so cured), which substantial steps to cure such failure to comply have not been taken within four five (5) Business Days after the delivery receipt of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliverednotice. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)

Financing Cooperation. (a) Prior to the Acceptance TimeIf requested by a Yahoo Party, the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, will provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09case, Rule 3-10 or Rule 3-16 of Regulation S-Xall reasonable, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses expenses, including legal expenses, incurred by the Company in connection with the foregoing, being borne by such Yahoo Party) in connection with such Yahoo Party obtaining any Permitted Loan, including with respect to the following: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in connection with such transactions (which agreement may include agreements and 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, acknowledgments regarding Organizational Documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged Company Securities and securities law status of the pledge arrangements) in form reasonably acceptable to the Company, (ii) using commercially reasonable efforts to (A) following receipt by the Company of an opinion of external counsel reasonably satisfactory to the Company that such restrictive legend or notation may be removed, remove any restrictive legends on certificates representing pledged Company Securities and depositing any pledged Company Securities in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Company Securities are eligible for resale under Rule 144A, depositing such pledged Company Securities in book entry form on the books of The Depository Trust Company or other depository with customary representations and warranties from the applicable Yahoo Party or its subsidiaries applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Company Securities in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent Yahoo or its Permitted Transferees (or its or their Affiliates) continue to Beneficially Own such pledged Company Securities, (iv) entering into customary triparty agreements with each lender and Yahoo (and its Permitted Transferees and its and their respective representatives in connection with their respective obligations pursuant Affiliates) relating to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf delivery of the Company Securities to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder and (v) such other cooperation and assistance as Yahoo and its Permitted Transferees may reasonably request in writing (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of its subsidiaries), the Company’s business. Anything in each case other than the preceding sentence to the extent contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the applicable Yahoo Party representing to the Company in writing that (i) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, such Yahoo Party has pledged Yahoo Issued Securities as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement and (ii) such Yahoo Party acknowledges and agrees that the Company will be relying on such representations when entering into the Issuer Agreement and any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or inaccuracy in such representations will be deemed a breach of this Agreement by, Agreement. The Yahoo Parties acknowledge and agree that the statements and agreements of the Company or any in an Issuer Agreement are solely for the benefit of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the applicable lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)thereto.

Financing Cooperation. (a) Prior From the date hereof until the Closing, or the earlier termination of this Agreement pursuant to the Acceptance TimeSection 8.01, the Company shall, and shall cause its subsidiaries Subsidiaries to, and shall use commercially reasonable best efforts to cause the its and their respective officers, employees, consultants advisors and advisors, including legal and accounting advisors, of the Company and its subsidiaries other Representatives to, use commercially reasonable efforts to provide to Parent such customary cooperation as may be reasonably requested by Parent in a timely manner in connection with obtaining the documentation and consummation of any debt financing arranged by Parent or its Affiliates in connection with the transactions contemplated hereby (the “Debt Financing”), including, which shall include using commercially reasonable efforts to: (i) making senior at reasonable times, upon reasonable advanced notice and at reasonable locations, cause appropriate members of the management and advisors team of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions and similar presentations to and with proposed lenders, underwriters, initial purchasers or placement agents, the Debt Financing Sources and in sessions with rating agencies; provided that, any in each case, to the extent usual and customary for debt financings of a type similar to the Debt Financing and reasonably required in ACTIVE/110954383.28 connection with the Debt Financing, (ii) furnish Parent and the Debt Financing Sources with the historical financial statements of the Company and its Subsidiaries and such other available financial information of the Company and its Subsidiaries reasonably requested by Parent in connection with the Debt Financing that is customarily required for the arrangement of debt financings similar to the Debt Financing, (iii) furnish Parent and the Debt Financing Sources with information regarding the Company and its Subsidiaries in connection with the preparation of customary information memoranda, lender presentations, rating agency presentations, bank information memoranda or presentations and other similar documents and materials that are usual and customary for debt financings of a type similar to the Debt Financing and reasonably required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”Financing, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documentsassist, to the extent reasonably requested by Parent, in the preparation of customary definitive financing documentation for the Debt Financing (including, to the extent reasonably requested by Parent, any customary authorization letters that are reasonably satisfactory to the Company, officer’s certificates and otherwise reasonably facilitating the pledging of collateralschedules), (v) requesting and cooperating in obtaining customary lien terminations and instruments facilitate the pledging of discharge, relating collateral to any indebtedness of the Company (it being understood and agreed that extent required by the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required Debt Financing Sources to be delivered to pledged on the Trustee under the Notes Indenture Closing Date (including by providing reasonable cooperation in connection with the Merger, provided that any such certificates release of related Liens and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment termination of security interests) and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sourcesprovide, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 three Business Days prior to the Acceptance Time Closing Date, all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations Applicable Laws, including the USA Patriot Act to the extent PATRIOT Act, that has been requested in writing at least 8 calendar days ten Business Days prior to the anticipated Acceptance Time, and (xi) subject Closing Date. The Company consents to the occurrence reasonable use of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations any logos of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos Subsidiaries in connection with the Debt Financing in a manner usual and customary for debt financings of a type similar to the Debt Financing; provided that such logos are used solely in a manner that is not intended to to, or reasonably likely to to, harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parentrespective products, it may deliver to Parent a written notice to such effectservices, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredofferings or intellectual property rights. (b) Notwithstanding anything in this Section 6.10 Agreement to the contrary, neither nothing contained in this Agreement shall require the Company nor Company, any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company Subsidiaries or any of its subsidiaries or their securities for purposes of United States federal securities lawsrespective officers, employees, advisors and other than consents of accountants for use of their reports in any materials relating Representatives to (I) cooperate to the matters described above). Furthermore, Parent shall, promptly upon request by extent such cooperation would interfere unreasonably (in the judgment of the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection ) with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by business or on behalf operations of the Company or any of its subsidiaries)Subsidiaries, (II) encumber any of the assets of the Company or any of its Subsidiaries or otherwise be an issuer, guarantor or other obligor with respect to the Debt Financing prior to the Closing Date, (III) pay, or commit to pay, any commitment or other fee or make any other payment, in each case case, in connection with the Debt Financing prior to the Closing Date, (IV) take, or commit to take, any action that would reasonably be expected to conflict with, violate or result in a breach of or default under any contract in effect as of the date hereof (including this Agreement), any organizational document of the Company or any of its Subsidiaries or any Applicable Law, (V) take, or commit to take, any action to authorize or approve, or execute or deliver any agreement, certificate or other document related to the Debt Financing (other than the authorization letters referred to in clause (iv) above) unless (x) such Person will continue to serve as a director or manager or officer, as the case may be, after the Closing Date and (y) the effectiveness of such authorization or approval or agreement, certificate or other document is expressly made contingent upon the occurrence of the Effective Time, (VI) incur, or commit to incur, or be required to reimburse, or commit to reimburse, any cost, expense, liability or obligation or provide or agree to provide any indemnity, in each case, in connection with the Debt Financing prior to the extent Closing Date, (VII) take any action that could subject any director, officer, employee, agent, manager, consultant, advisor or other representative of the Company or any of its Subsidiaries to any actual or potential personal liability, (VIII) provide any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments, or prepare any pro forma financial statements or other post-Closing financial information, (IX) provide access to or disclose information that the foregoing arises from the bad faith, gross negligence or willful misconduct Company determines in good faith could jeopardize any attorney client privilege of, or breach of this Agreement byconflict with any confidentiality obligations binding on, the Company or any of its subsidiaries Subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents (X) deliver any financial or representatives. (c) The other information that is not currently readily available or prepared in the ordinary course of business of the Company and its Subsidiaries at the time requested by Parent. All non-public or other ACTIVE/110954383.28 confidential information provided by the Company or any of its Representatives pursuant to this Section 6.17 shall deliver to Acquisition be kept confidential in accordance with the Confidentiality Agreement. Parent and Merger Sub on or prior to acknowledge and agree that the Acceptance Time, a payoff letter obligations of the Company under this Section 6.17 are the sole obligations of the Company and its Subsidiaries with respect to the Credit Agreement, dated as Debt Financing and no other provision of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, this Agreement shall be deemed to expand or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)modify such obligation.

Financing Cooperation. (a) Prior to the Acceptance TimeIf requested by a Purchaser, the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause will provide the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such following cooperation as may be reasonably requested by Parent in connection with such Purchaser obtaining the Debt Financing, including, any Permitted Loan: (i) making senior management subject to applicable law, using reasonable efforts to (A) remove any restrictive legends on certificates representing pledged Notes and advisors depositing such pledged Notes in book entry form on the books of The Depository Trust Company when eligible to do so or (B) without limiting the generality of clause (A), if such Note is eligible for resale under Rule 144A, depositing such pledged Note in book entry form on the books of The Depository Trust Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions or other depository with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Timecustomary restrictive legends, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentationsif so requested by such lender or counterparty, offering documentsas applicable, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used using commercially reasonable efforts to re-register the pledged Note in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance name of the business of the Company relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and its subsidiaries only to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewitha Purchaser or its Affiliates continues to beneficially own such pledged Note, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting entering into an issuer agreement (an “Issuer Agreement”) with each lender in the preparation of any pro forma financial statements to be included in form and substance substantially as attached hereto as Exhibit D, with such changes thereto as are reasonably requested by such lender and customary for similar financings and not inconsistent with the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to Company’s obligations under the Company Indenture and providing any necessary “comfort letters”applicable law, (iv) executing entering into customary triparty agreements with each lender and any applicable Purchaser relating to the delivery of the Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Notes upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as any Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) such Purchaser delivering definitive financing documentsto the Company a copy of the Permitted Loan to which the Issuer Agreement relates and (2) such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, including pledge such Purchaser has pledged the Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and security documentsthat the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, and certificates, management representation letters and other documents, (B) to the extent reasonably requested by Parentapplicable, and otherwise reasonably facilitating whether the pledging of collateralregistration rights under Article V are being assigned to the lenders under that Permitted Loan, (vC) requesting and cooperating an Event of Default (as defined in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that Issuer Agreement) constitutes the Company’s obligations to provide payoff letters in respect of circumstances under which the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee lenders under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or Permitted Loan may foreclose on the Notes Indenture ; and/or the underlying shares of Company Common Stock and provided further that, to a Coverage Event constitutes circumstances under which such Purchaser may sell the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including Notes and/or the amount underlying shares of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action Common Stock in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiariessatisfy a margin call or repay a Permitted Loan, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the anticipated Acceptance Time, terms of this Agreement and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1D) such cooperation to Purchaser acknowledges and agrees that the extent it would interfere materially Company will be relying on such certificate when entering into the Issuer Agreement and unreasonably with any inaccuracy in such certificate will be deemed a breach of this Agreement. Each Purchaser acknowledges and agrees that the business or operations statements and agreements of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by an Issuer Agreement are solely for the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end benefit of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time that in any dispute between the Company and such Purchaser under this Agreement such Purchaser shall not be entitled to time), which payoff letter shall substantially provide (subject to customary exceptions)use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. (a) Prior to the Acceptance TimeClosing, the Company shall, and shall cause its subsidiaries to, and shall use its commercially reasonable best efforts efforts, at the sole cost and expense of Parent (but solely to cause the respective officersextent such costs are reasonable and documented out-of-pocket costs and expenses), employeesto cooperate with Parent as is reasonably necessary in connection with the arrangement of the Debt Financing (and any amendments, consultants supplements, replacements or modifications thereto in accordance with Section 7.19 by Parent), to the extent customary and advisorsreasonably requested by Parent, including legal and accounting advisors, including: (i) causing appropriate members of the management team of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate during normal business hours in a reasonable and limited number of meetings, lender presentations, road shows and due diligence sessions sessions, drafting sessions, calls and meetings with proposed lendersprospective lenders and ratings agencies, underwritersin each case, initial purchasers or placement agentsupon reasonable notice at mutually agreed times and places, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with only to the extent customarily needed for financing of the type contemplated by the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, Commitment Letter; (ii) assisting Parent with Parent’s (or any applicable Affiliate of Parent’s) preparation of pro forma financial information and pro forma financial statements and other customary materials for rating agency and lender presentations, offering documents, private placement memoranda, registration statements, bank confidential information memoranda, prospectuses, business projections memoranda and similar customary documents used reasonably requested in connection with the Debt Financing Financing, and providing provide reasonable and customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by authorization letters for the Debt Financing sources, Sources authorizing the distribution of information to prospective lenders and providing other financing sources and containing customary authorization and representation letters in connection therewith, information; (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to assisting Parent with Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the ’s (or any applicable Affiliate of Parent’s) preparation of (but not executing) any pro forma financial statements to be included in the documents referred to in clause (ii) aboveguarantee, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type documents contemplated by the Debt Financing, and (C) as is any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, and otherwise necessary in order to reasonably assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from facilitating the Company’s independent accountants in connection with offerings pledging of debt securities, in each case collateral at or after the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in Closing contemplated by the Debt Financing (if applicable) as may be reasonably requested by Parent; and (iv) delivery to evaluate Parent of the Company’s and Financing Information. (b) Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Section 7.18 shall require the Company or its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating theretoAffiliates or Representatives (i) to execute any definitive financing documents, including inventory appraisals and field auditsany credit or other agreements, for the purpose of establishing collateral arrangements and (B) establish bank and pledge documents, security documents or other accounts and blocked account contracts and lock box arrangements certificates in connection with the foregoing after the Acceptance TimeFinancing (other than as expressly set forth in Section 7.18(a)(ii) and Section 7.18(a)(iii) above), (xii) providing at least 4 Business Days prior to the Acceptance Time all documentation and provide cooperation or take any other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act action to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would reasonably be expected to interfere materially and unreasonably in any material respect with the business or operations of the Company or its subsidiariesAffiliates, (2iii) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior provide cooperation to the date extent that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect it would reasonably be expected to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate any applicable Law or result in a breach of, or a default under, any Material Contract, (xiv) to provide cooperation to the Company’s Restated Certificate extent that it would reasonably be expected to interfere in any material respect with or materially adversely affect any commercial relationships with customers, suppliers or other parties, (v) to breach, waive or amend any terms of Incorporation this Agreement, (vi) to provide cooperation to the extent it would cause any condition to the Closing set forth in Section 8.1, Section 8.2 or By-lawsSection 8.3 to not be satisfied, (vii) to violate any obligation of confidentiality (not created in each case contemplation hereof) binding on the Company or its Affiliates or Representatives or disclose any information that is legally privileged (provided that in the event that the Company or its Affiliates or Representatives do not provide information in reliance on the exclusion in this clause (vii), the Company or its Affiliates or Representatives shall use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)) or (viii) to deliver any financial statements to the extent not produced by the Company in the Ordinary Course of Business. Additionally, (A) none of the Company or its Affiliates shall be required to pay or incur any fee or incur or assume any liability or obligation in connection with any Debt Financing prior to the Closing (other than as are not expressly contingent upon Closing or reimbursable or payable by Parent, and except for the earlier obligation to deliver the customary authorization and representation letter referenced above), (B) none of the Acceptance Time directors of the Company or its Affiliates shall be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos transactions contemplated in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time Time, (C) except as set forth in Section 7.18(a)(iii), none of the Company or its Affiliates or Representatives shall be required, prior to the Closing, to make any representation to Parent, any of its Affiliates, any lender, agent or lead arranger to any Debt Financing, or any other than such management representation letters and authorization letters Person with respect to information memorandaany action under this Section 7.18, authorizing the distribution of information including as to prospective lenders and containing customary representations that such information does not contain a material misstatement solvency, or omissionto deliver or require to be delivered any solvency or similar certificate or any legal opinion, and (D) except as contemplated by Section 7.7 and Section 7.13, none of the Company or its Affiliates or Representatives shall be required to seek any amendment, waiver, consent or other modification under any Indebtedness. Nothing hereunder shall require any employee, officer, director or other Representative of the Company or its Affiliates or Representatives to deliver any certificate or other document or take any other action that the public-side versions of would potentially result in personal liability to such documentsemployee, if anyofficer, do not include material director or other Representative. (c) All non-public or otherwise confidential information regarding the Company, the Company’s Subsidiaries and their respective Affiliates obtained by Parent and its Affiliates, officers, directors, employees, shareholders, stockholders, agents and representatives pursuant to this Section 7.18 will be kept confidential in accordance with respect to the Company or any confidentiality provisions of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Debt Commitment Letter. (d) Parent shallwill, promptly upon request by the Company, reimburse the Company Company, the Company’s Subsidiaries, and their respective Affiliates and Representatives for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives thereby in connection with their respective obligations pursuant to this Section 6.10. Parent shall such cooperation and will indemnify and hold harmless the Company, its subsidiaries and its the Company’s Subsidiaries, and their respective representatives from Affiliates and Representatives for and against any and all losses, damages, claims, costs or expenses losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (therewith, other than any liabilities (x) caused by the gross negligence, fraud or willful misconduct of the Company, the Company’s Subsidiaries, and/or their respective Affiliates and Representatives, (y) resulting from historical information provided furnished in writing specifically for use by or on behalf of the Company Company, the Company’s Subsidiaries, and/or their respective Affiliates and Representatives, including Financing Information to be utilized in connection with the Debt Financing or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or (z) caused by a material breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, Section 7.18 by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions).

Financing Cooperation. (a) Prior Subject to the Acceptance right of Buyer to consummate a Replacement Financing, or another financing contemplated by Section 8.5(c), Buyer shall use 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 Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable following the date of this Agreement, including using its reasonable best efforts to (i) comply with and maintain in effect the Debt Commitment Letters, negotiate and enter into definitive financing agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters (the “Financing Agreements”) (and comply with and maintain in effect the Financing Agreements after the same become effective), (ii) satisfy on a timely basis all conditions to obtaining the Debt Financing set forth in the Debt Commitment Letters and the Financing Agreements relating to the Debt Financing, and (iii) consummate the Debt Financing at or prior to the Closing. Buyer shall use its reasonable best efforts to enforce its rights under the Debt Commitment Letters in the event of a breach by the Debt Financing Sources. Buyer shall not amend, modify or agree to any waiver under the Debt Commitment Letters or its Existing Credit Agreement (as defined in the Debt Commitment Letters), without the prior written approval of the Company, if such amendment, modification, or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing from that contemplated by the Debt Commitment Letters in any manner that would adversely impact the ability to pay the Merger Consideration on the Closing Date, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing in a manner materially adverse to Buyer, (iii) materially delay (taking into account the proviso in Section 2.3) or prevent the Closing, (iv) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (v) adversely impact (A) the ability of Buyer to consummate the transactions contemplated by this Agreement to be consummated at the Closing, (B) the likelihood of the consummation of such transactions to be consummated at the Closing or (C) the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letters or the Financing Agreements (it being understood that the Debt Commitment Letters may be amended to include additional lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letters as of the date hereof if the addition of such additional parties, individually or in the aggregate, would not prevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated hereby). For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as permitted to be amended or modified by this Section 8.5 and references to “Debt Commitment Letters” shall include such documents as permitted to be amended or modified by this Section 8.5. (b) If all or any portion of the Debt Financing becomes unavailable, or if Buyer believes that the Debt Financing is reasonably likely to become unavailable, on the terms and conditions contemplated by the Debt Commitment Letters, Buyer shall (i) notify the Company, (ii) use its commercially reasonable efforts to arrange and obtain alternative financing from alternative sources on terms and conditions that are no less favorable, in the aggregate, to Buyer than those set forth in the Debt Commitment Letters and in amounts sufficient to enable Buyer to consummate the transactions contemplated by this Agreement (the “Alternative Financing”) and (iii) obtain a new financing commitment letter (the “Alternative Financing Commitment Letter”) that provides for such Alternative Financing and, within a reasonable time after execution thereof, deliver to the Company true, complete and correct copies of the new commitment letter and the fee letter related thereto (in a redacted form removing only the fees, pricing caps, economic terms and “market flex” provisions, which redacted information does not relate to the amounts, termination or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Alternative Commitment Letter (if any) and references to “Debt Commitment Letters” shall include the Alternative Financing Commitment Letter (if any), as such document is permitted to be amended or modified by this Section 8.5. (c) Notwithstanding anything in this Agreement to the contrary, (i) Buyer shall have the right to enter into one or more long-term debt financings that replace all or a portion of the Debt Financing and/or substitute the proceeds of consummated equity offerings or debt offerings or other incurrences of debt for all or any portion of the Debt Financing contemplated by the Debt Commitment Letter and (ii) Buyer may reduce commitments under the Debt Commitment Letter in connection therewith; provided, in the case of this clause (ii), that (A) to the extent any such equity or debt has a scheduled special or mandatory redemption right, such right is not exercisable prior to the earliest of the consummation of the Merger on the Closing Date, the termination of this Agreement and the Termination Date and (B) any conditions to the use of such proceeds of such offering or other debt financing to pay the Merger Consideration when due are no more restrictive, taken as a whole, than the conditions set forth in the Debt Commitment Letter (any such debt financing, a “Replacement Financing”, and collectively, the “Replacement Financings”). For purposes of this Agreement, references to “Debt Financing” shall include any Replacement Financing and references to “Debt Commitment Letters” and “Financing Agreements” shall include any related commitment letters, engagement letters and other definitive agreements with respect to each Replacement Financing. (d) Buyer shall (i) give the Company prompt written notice of any material default, breach or threatened material default or breach (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 default or breach) by any party to any of the Debt Commitment Letters or the Financing Agreements of which Buyer or its respective Representatives becomes aware or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof of which Buyer or its respective Representatives becomes aware, and (ii) otherwise keep the Company, upon its request, reasonably informed of the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (A) of the receipt or delivery of any written notice or other written communication, in each case from any Person with respect to (x) any actual or potential default under or breach of any provisions of the Debt Commitment Letters or Financing Agreements by Buyer, or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof by any party to any of the Debt Commitment Letters or Financing Agreements or (y) any dispute or disagreement between or among parties to any of the Debt Commitment Letters or Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing, and (B) if at any time for any reason Buyer believes that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources, contemplated by any of the Debt Commitment Letters. Buyer shall promptly provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A) or (B) of the immediately preceding sentence. (e) Subject to the provisions of this Section 8.5 and the Debt Financing Sources or other prospective lenders being subject to obligations of confidentiality on customary terms, prior to the Effective Time, the Company shall, and shall cause its subsidiaries Subsidiaries to, provide, and the Company and its Subsidiaries shall use their respective reasonable best efforts to cause their respective Representatives to, at the respective officerssole expense of Buyer, employeesprovide, consultants to Buyer and advisorsits Affiliates all customary cooperation that may be reasonably requested by Buyer (including reasonable requests of banks, initial purchasers, underwriters or other Debt Financing Sources or their counsel) to assist Buyer and its Affiliates in the arrangement and consummation of the Debt Financing (including legal (i) providing the Required Information and accounting advisors, of using reasonable best efforts to furnish Buyer and the Debt Financing Sources as promptly as practicable with such other financial and pertinent information regarding the Company and its subsidiaries to, provide to Parent such cooperation Subsidiaries and their respective businesses and assets as may be reasonably requested by Parent in connection with obtaining the Buyer and its Debt FinancingFinancing Sources, including, (i) making senior management and advisors of the Company and its subsidiaries available in any event, such financial information as is required pursuant to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective TimeCommitment Letters, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants assist with preparation and execution of any definitive guarantee and collateral documents (including schedules thereto) reasonably necessary to provide assistance permit the consummation of the Debt Financing and cooperation otherwise reasonably facilitating the provision of collateral to Parentthe extent required by the terms of the Debt Financing, including participating (iii) cooperating reasonably with the Debt Financing Sources’ due diligence, to the extent customary, in drafting sessions connection with the Debt Financing, (iv) using reasonable best efforts to participate (and accounting causing senior management to participate) in due diligence sessionssessions to the extent reasonably required by Buyer and its Debt Financing Sources, assisting in (v) causing the preparation of any pro forma financial statements Company’s auditors to be included in the documents referred deliver customary consents and comfort letters (including “negative assurance” comfort) with respect to in clause (ii) above, providing consent to Parent to use their audit reports financing information relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent its Subsidiaries as reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining Buyer as necessary or customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered for financings similar to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates Debt Financing and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment to attend accounting due diligence sessions and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 four (4) Business Days prior to the Acceptance Time Closing Date, providing all documentation and other information about the Company that is reasonably requested by the Debt Financing Sources and its subsidiaries is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act PATRIOT Act, to the extent requested by Buyer in writing at least 8 calendar days eight (8) Business Days prior to the anticipated Acceptance TimeClosing Date). (f) For the avoidance of doubt, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form shall not customarily prepared by the Company or (B) any financial information with respect be required to a fiscal period that has not yet endedprovide, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of cause its Subsidiaries or its or their respective Representatives to provide, cooperation under this Section 8.5 that unreasonably interferes with the reputation or goodwill ongoing business of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably imposeSubsidiaries. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything Nothing in this Section 6.10 to the contrary, neither 8.5 shall require the Company nor any of or its subsidiaries shall be required Subsidiaries to (i) bear any out-of-pocket cost or expense that is for which it has not reimbursed received prior reimbursement pursuant to this Section 6.10(b8.5(g) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under in connection with the Debt Financing prior to the Effective Time or Time, (iii) enter into any binding agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain terminate without liability to the Company and its Subsidiaries upon termination of this Agreement, (iv) require cooperation to the extent that it would (x) cause any condition to the Closing set forth in Article IX to not be satisfied or cause any representation or warranty in this Agreement to be breached, (y) reasonably be expected to conflict with or violate any applicable Law or (z) cause the Company and/or its Subsidiaries to violate any obligation of confidentiality (not created in contemplation hereof) binding on the Company and/or its Subsidiaries, (v) take any action that would (A) cause any natural person serving as a material misstatement director, manager, partner, officer, employee or omission, and that the public-side versions agent of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries Subsidiaries to incur any personal liability or their securities for purposes (B) require the Company or any of United States federal securities lawsits Subsidiaries to provide access to, or disclose, information that reasonably would be expected to result in the waiver of any attorney-client, work product or other applicable privilege or protection or (vi) require the managers or directors of the Company and/or its Subsidiaries, acting in such capacity, to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and other than consents of accountants for use of their reports transactions contemplated in any materials relating connection with the Debt Financing prior to the matters described above). Furthermore, Parent Effective Time. (g) Buyer shall, promptly upon written request by the Company, (i) reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, Company and its subsidiaries Subsidiaries and its and their respective representatives Representatives in connection with their respective obligations pursuant to under this Section 6.10. Parent shall indemnify 8.5 and (ii) indemnify, defend and hold harmless the Company, its subsidiaries Company and its Subsidiaries and their respective representatives Representatives to the fullest extent permitted by applicable Law from and against any and all lossesliability suffered, damages, claims, costs or expenses suffered sustained or incurred by by, or asserted against, any of them in connection with them, directly or indirectly relating to, or arising out of, this Section 8.5, the arrangement of the Debt Financing and or providing any of the information utilized in connection therewith (other than any information provided therewith, whether in writing specifically for use by respect of direct claims, third-party claims or on behalf of the Company or any of its subsidiaries)otherwise, in each case other than to the extent any of the foregoing arises from (A) the willful breach of the obligations of the Company, its Subsidiaries and their respective Representatives under this Section 8.5 or any fraud, intentional misrepresentation, willful misconduct, bad faith, faith or gross negligence or willful misconduct ofof the Company, or breach of this Agreement by, the Company or any of its subsidiaries Subsidiaries or their respective affiliatesRepresentatives or (B) material misstatements or omissions in information provided by the Company, officersits Subsidiaries or their respective Representatives in connection with the Debt Financing. The foregoing obligations in this Section 8.5(g) shall survive the Closing or, directorsif earlier, employees, accountants, agents or representativesthe termination of this Agreement. (ch) The Company shall deliver to Acquisition Each of Buyer and Merger Sub on acknowledges and agrees that the obtaining of any Debt Financing, or prior to the Acceptance Time, a payoff letter with respect to the Credit entering into or consummating any Financing Agreement, dated as is not a condition to Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of June 27the availability of any Debt Financing, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)fulfillment or waiver of the conditions set forth in Sections 9.1 and 9.2.

Financing Cooperation. (a) 5.17.1. Prior to Closing, upon the Acceptance Timerequest of Buyers, Sellers and the Company Companies shall, and shall cause its their respective subsidiaries and Representatives to, and shall use commercially reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining the Debt Financing, including, (i) making senior management and advisors of the Company and its subsidiaries available to participate in a reasonable number of meetings, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required cooperate in connection with the Debt Financing shall contain disclosure reflecting Financing, including using commercially reasonable efforts to: (i) cause management teams of the Company and/or its Subsidiaries or Affiliates as the obligor only at Companies, with appropriate seniority and after the Effective Timeexpertise, to participate in meetings, due diligence sessions and rating agency presentations and road shows, if any, (ii) assisting Parent prepare and furnish to Buyers as promptly as practicable the Required Information and any other financial or other pertinent information regarding the Companies reasonably requested by Buyers to consummate the Financing; (iii) cause the independent accountants of the Companies to provide reasonable assistance to Buyers, consistent with Parent’s their professional practice, including by participating in accounting due diligence sessions, to provide their consent to use of their audit reports relating to the Companies on customary terms and to deliver customary comfort letters (including as to negative assurance and change period comfort); (iv) assist in the preparation of pro forma financial information, (v) permit the Financing Sources to conduct reasonable due diligence (including conducting customary field exams and appraisals and using commercially reasonable efforts to provide relevant information and pro forma financial statements or documentation reasonably requested in connection therewith); (vi) furnish promptly all documentation and other materials for rating agency presentationsinformation required by any Governmental Authority or as reasonably requested by any Financing Source under applicable “know your customer” or anti-money laundering rules and regulations, offering including the PATRIOT Act, (vii) execute and deliver any definitive financing documents, private placement memorandaincluding any necessary pledge and security documents, registration statementsguarantees, bank deposit account control agreements, blocked account control agreements, subordination agreements with respect to intercompany indebtedness, and other collateral documents covering the Assets and the Interests as reasonably requested by Buyers, furnishing exhibits to such instruments (and using commercially reasonable efforts to provide relevant information memoranda, prospectuses, business projections or documentation reasonably requested in connection therewith) and similar documents used otherwise facilitating the pledging of collateral in connection with the Debt Financing, including taking reasonable actions necessary to permit the Financing Sources to evaluate the Assets and the Interests for the purpose of establishing collateral arrangements, and providing customary estimates and other forward-looking financial information regarding the further performance title information; provided that no obligation of the business Companies under any such definitive financing documents, including any pledge and security documents, guarantees, deposit account control agreements, blocked account control agreements, subordination agreements regarding intercompany indebtedness or other collateral documents shall be effective until the Closing Date; (viii) seek to obtain customary payoff letters, lien terminations and releases and instruments of discharge to be delivered at Closing providing for the Company payoff, discharge and its subsidiaries termination on the Closing Date of all Indebtedness and release of liens contemplated by any repayment or refinancing of such Indebtedness to be paid off, discharged and terminated on the Closing Date; provided that the documents in respect of such arrangements contemplated by this clause (viii) shall not need to be effective until the Closing Date; and (ix) obtaining customary evidence of authority, customary officer’s certificates and using commercially reasonable efforts to obtain customary insurance certificates and insurance endorsements to the extent reasonably requested by the Debt Financing sourcesSources. 5.17.2. Buyers and Buyer Parent shall promptly upon written request by Sellers, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order reimburse Sellers for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not delivered. (b) Notwithstanding anything in this Section 6.10 to the contrary, neither the Company nor any of its subsidiaries shall be required to (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financing, (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the Debt Financing prior to the Effective Time or (iii) enter into any agreement or commitment that would be effective prior to the Effective Time (other than such management representation letters and authorization letters with respect to information memoranda, authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission, and that the public-side versions of such documents, if any, do not include material non-public information with respect to the Company or any of its subsidiaries or their securities for purposes of United States federal securities laws, and other than consents of accountants for use of their reports in any materials relating to the matters described above). Furthermore, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and customarily documented out-of-pocket costs and expenses incurred incurred, paid or payable by Sellers or their Affiliates and Representatives of Sellers and such Affiliates (collectively, the Company, its subsidiaries and its and their respective representatives “Seller Related Parties”) in connection with their respective obligations pursuant to regarding the Financing, including those set forth in this Section 6.105.17. 5.17.3. Parent Buyers and Buyer Parent, jointly and severally, shall indemnify and hold harmless the Company, its subsidiaries Sellers and its and their respective representatives Seller Related Parties from and against any and all losses, damages, claims, costs or expenses claims and losses suffered or incurred by any of them in connection with the Debt Financing Financing, any information used in connection therewith, and any information utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or any of its subsidiaries), in each case other than cooperation pursuant to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representatives. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)this

Financing Cooperation. (a) Prior Although Buyer acknowledges and agrees that obtaining the Financing is not a condition to the Acceptance TimeClosing, prior to the Closing the Company shall, and shall cause its subsidiaries to, and shall use reasonable best efforts to cause each other WU Company to, use reasonable best efforts to provide such cooperation as is reasonably requested by Buyer upon reasonable prior notice in connection with the respective officers, employees, consultants and advisors, including legal and accounting advisors, Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries tothe Subsidiaries), provide at Buyer’s sole expense, including to Parent such cooperation as may be the extent reasonably requested by Parent Buyer, use reasonable best efforts to (i) participate at reasonable times in a reasonable number of meetings, conference calls, lender presentations and due diligence sessions with providers or potential providers of the Debt Financing, (ii) reasonably assist Buyer in the preparation of definitive financing documents and other materials reasonably and customarily requested to be used in connection with obtaining the Debt Financing, including, (iiii) making senior management provide reasonably promptly to Buyer and advisors its financing sources such financial and other information regarding such WU Company that is readily available or within such WU Company’s possession and customary for financing of the Company and its subsidiaries available type similar to participate the Debt Financing, in a reasonable number of meetingseach case, presentations, road shows and due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required as is reasonably requested in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries Financing, provided that such financing sources are party or Affiliates as the obligor only at and after the Effective Time, (ii) assisting Parent otherwise subject to a confidentiality agreement with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials 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 further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in 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 clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”such WU Company, (iv) executing execute and delivering definitive financing documents, including pledge deliver reasonable and security documents, and customary certificates, management representation letters and other documents, to documentation required by the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness applicable financing sources of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s sole judgment and that any such certificates and documentation comply in all respects with, and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) the definitive documentation related to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (x) providing at least 4 Business Days prior to the Acceptance Time all documentation and other information about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least 8 calendar days prior to the anticipated Acceptance Time, and (xi) subject to the occurrence of the Acceptance TimeClosing, taking all corporate actions necessary (v) use reasonable best efforts to permit cooperate in satisfying the conditions precedent set forth in any definitive documentation relating the Debt Financing, (vi) deliver possessory collateral (such as certificated equity and promissory notes) within its possession to the applicable financing sources of the Debt Financing (subject to the occurrence of the Closing), and otherwise facilitate the pledge of collateral for the Debt Financing upon the consummation of the Debt Financing; providedClosing, that nothing herein shall require and (1vii) such cooperation take all reasonably requested formal corporate actions, subject to the extent it would interfere materially and unreasonably with the business or operations occurrence of the Company or its subsidiaries, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, or (C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Company within four Business Days after the delivery of such notice a written notice that describes with reasonable specificity the information that constitutes Required Financial Information that Parent in good faith reasonably believes the Company has not deliveredClosing. (b) Notwithstanding anything to the contrary in this Section 6.10 to the contraryAgreement, neither the no WU Company nor or any officer or employee of its subsidiaries any WU Company, shall be required to (i) bear provide or prepare, and Buyer shall be solely responsible for, the preparation of pro forma financial information, including pro forma costs savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.10(b) or pay any fee in connection with the Debt Financingpro forma financing information, (ii) pay any commitment or other similar fee, (iii) provide Regulation S-X compliant financial statements, (iv) approve any document or other matter related to the financing or incur any liability of any kind (or cause their respective directors, officers or employees representatives to incur any liabilityliability of any kind) under the Debt Financing prior to the Effective Time or Closing, (iiiv) enter into any agreement or commitment that in connection with the Debt Financing (or the Alternative Financing, as applicable) which would be effective prior to the Effective Time Closing or provide any certification or opinion of any WU Company which would be effective prior to the Closing, (other than such management representation letters and authorization letters with respect vi) provide any certificate, comfort letter or opinion of any of its representatives, (vii) provide access to information memoranda, authorizing the distribution of or disclose any information to prospective lenders and containing customary representations Buyer or its representatives to the extent such disclosure would jeopardize the attorney-client privilege, attorney work product protections or similar protections or violate any applicable Law or Contract, or (viii) take any action that such information does not contain a material misstatement or omission, and that would (A) unreasonably interfere with the publicday-side versions to-day operations of such documentsWU Company, if any(B) cause any representation, do not include material non-public information with respect warranty, covenant or agreement in this Agreement to the be breached, (C) cause any WU Company or any director, manager, officer or employee of its subsidiaries any WU Company to incur any personal liability, (D) conflict with the organizational documents of any WU Company or their securities any Law, (E) result in the contravention of, a violation or breach of, or a default under, any Material Contract, (F) change any fiscal period, or (G) authorize any corporate action prior to the Closing. (c) Notwithstanding anything to the contrary contained herein, the WU Companies will be deemed to be in compliance with this Section 6.9 for all purposes of United States federal securities lawshereunder, and other than consents Buyer shall not allege that any WU Company is or has not been in compliance with this Section 6.9 for any purpose hereunder, unless (i) Buyer provides prompt written notice of accountants for use of their reports the alleged failure to comply, specifying in any materials relating reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practical manner consistent with this Section 6.9, which failure to comply has not been cured at least three (3) Business Days prior to the matters described above)Termination Date and (ii) such failure to comply was a result of the willful misconduct or gross negligence by the WU Companies and the principal cause of the failure of the Debt Financing to be obtained on or before the Termination Date. (d) Buyer shall indemnify and hold harmless the WU Companies, the Sellers and their respective Affiliates from and against all losses suffered or incurred by any of them in connection with the obligations under this Section 6.9, except to the extent such losses are suffered or incurred as a result of any such person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. FurthermoreBuyer shall promptly, Parent shall, promptly upon request by the Company, reimburse the any WU Company for all reasonable and reasonable, documented out-of-pocket costs and expenses incurred by the Company, its subsidiaries and its and their respective representatives in connection with their respective obligations pursuant to this Section 6.10. Parent shall indemnify and hold harmless the Company, its subsidiaries and its and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them such WU Company in connection with the Debt Financing and any information utilized in connection therewith (other than any information provided in writing specifically for use cooperation contemplated by or on behalf of the Company or any of its subsidiaries), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company or any of its subsidiaries or their respective affiliates, officers, directors, employees, accountants, agents or representativesSection 6.9. (c) The Company shall deliver to Acquisition Sub on or prior to the Acceptance Time, a payoff letter with respect to the Credit Agreement, dated as of June 27, 2011, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented, or otherwise modified from time to time), which payoff letter shall substantially provide (subject to customary exceptions)