Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Closing, the Company agrees to use reasonable best efforts to provide, and shall use reasonable best efforts to cause the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such cooperation in connection with the Debt Financing as may be reasonably requested by Buyer, including using their respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee prior to the Effective Time in connection with the Debt Financing or incur or assume any other liability or obligation prior to the Effective Time pursuant to the Debt Commitment Letters or the definitive documentation relating to the Debt Financing and (z) none of the Company, its Subsidiaries and their respective officers, directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements.

Financing Assistance. (a) Prior During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement pursuant to the ClosingSection 10.01, the Company agrees to use reasonable best efforts to provide, and shall use reasonable best efforts to cause the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents Representatives to use reasonable best efforts to provide and other shall use its reasonable best efforts to direct its and their Representatives to provide, in each case at Purchaser’s sole expense, such customary cooperation in connection with the Debt Financing as may be reasonably requested by BuyerPurchaser in connection with the Financing or any offering of senior secured notes (“Additional Senior Notes”) as contemplated by the Commitment Documents (each a “Financing Transaction”), including using their respective reasonable best efforts to: (i) promptly furnish Buyer to Purchaser such customary information regarding the Company and its financing sources with (A) (1) audited Subsidiaries, including such historical consolidated financial statements of the Company consisting (which for the avoidance of balance sheets as of the last date of each of the three fiscal years of the Company ended doubt includes at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated audited financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the two most recently completed fiscal years as well as interim financial statements and notes (reviewed by the auditors at a SAS 100 (or any applicable successor thereto) level) for each subsequent fiscal quarter ended at least 45 forty-five (45) days before prior to any pricing date occurring during the Closing Date, or, Marketing Period (but excluding the fourth quarter of any fiscal year)) (the financial statements referenced in the case foregoing parenthetical, the “Historical Financials”), as may be reasonably requested by Purchaser to the extent such information is of the statement type and form customarily included in an offering memorandum for private placements of cash flowsnon-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act of 1933 (provided, for the period from the beginning that such information shall not include (1) a description of the most recently completed Financing Transactions, including any “description of notes,” or other information customarily provided by financing sources or their counsel, (2) risk factors solely relating to the Financing Transactions (as opposed to the Company, its Subsidiaries or their respective businesses) or (3) financial statements or other information (including segment reporting and consolidating and other financial statements and data) required by Rules 3-05, 3-09, 3-10 and 3-16 of Regulation S-X other than the Historical Financials (provided that information with respect to assets, liabilities, revenue and EBITDA with respect to non-guarantors in the aggregate should be provided), Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33- 8732A, 34-54302A and IC-27444A) or any other information customarily excluded for an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act of 1933 (it being understood and agreed that such financial statements shall be of the Company and its Subsidiaries and that financial statements for any period earlier than the fiscal year ended at least 90 days before the Closing Date December 31, 2018 shall not be required)) (subject to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Dateimmediately following proviso, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”); (ii) participate (and (B) such other pertinent financial cause senior officers and other information regarding representatives of the Company and its Subsidiaries as may be reasonably requested by Buyer to participate) in connection a reasonable number of due diligence (including customary auditor due diligence) and other meetings and presentations with prospective lenders and investors (including the Financing Sources), and sessions with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub ratings agencies, in their preparation of the pro forma financial statements each case in connection with the Financing (including Transactions and only to the extent customarily needed for financings of the type contemplated by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements)Financing Transactions; (iii) participate reasonably assist Purchaser and the Financing Sources in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the their preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including the delivery of customary authorization and representation letters to the extent contemplated by any public-side versions thereof) Financing Transaction and similar documents customary representation letters to the Company’s auditors), confidential information memorandums and related lender presentations, (B) materials for rating agency presentationspresentations and (C) any high yield offering memorandum, road show presentations or similar documents customarily required for financing of the type contemplated by the Financing Transactions; (viv) reasonably cooperate with the marketing efforts of Buyer Purchaser and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) Financing Sources with respect to the Credit FacilitiesFinancing Transactions, deliver all notices and take other actions required in each case, only to facilitate the termination of commitments in respect extent customarily needed for financings of the Credit Facilities, repayment in full of all obligations in respect of type contemplated by the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”)Financing Transactions; (ixv) provide Purchaser all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer Purchaser at least ten eight (10) days 8) Business Days prior to the Closing Date that is customarily required in connection with the Financing Transactions by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot ActAct of 2001 and 31 C.F.R.§1010.230 and that are required in connection with any Financing Transaction; (xvi) cooperate facilitate the Company’s independent accountants delivery of consents and customary “comfort letters” (including as to negative assurances) in connection with the Debt Financing Sources’ “Transactions and only to the extent customarily required for financings of the type contemplated by the Financing Transactions; (vii) cooperating and providing customary information reasonably required by the Financing Sources in the context of due diligence” investigation diligence and verification relating to the Financing Transactions, in compliance with applicable requirements of Law and customary practice, and (viii) cooperating in the discharge and termination of the Company Indebtedness and the Liens related thereto (which discharge and termination for clarity shall not be required to take effect before the Closing, and subject to customary exceptions for obligations under such Company Indebtedness that expressly survive termination and discharge), including obtaining a customary debt pay-off letter(s) with respect to the Company and its Subsidiaries thereto; and (xiix) assist in the preparation executing and negotiation of one or more credit agreements, indentures, purchase agreementsdelivering any customary guarantee documentation, pledge and security documents and documents, other definitive financing documents, or other certificates, instruments or documents as may be reasonably requested by Buyer the Purchaser in connection with the Financing Transactions and otherwise using reasonable best efforts to facilitate the execution pledging of and delivery perfection of such documents security interests in collateral that will secure the Financing Transactions (which documents shall only be required in each case, for the avoidance of doubt, subject to become effective as of the Closing Datelimitations in clause (D) below). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (xA) such requested cooperation shall not (i) unreasonably interfere with disrupt the ongoing operations of the Company and or its SubsidiariesSubsidiaries or (ii) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (B) nothing in this Section 7.06 shall require cooperation to the extent that it would (y) none cause any condition to the Closing set forth in Section 2.01 or 2.02 to not be satisfied or (z) cause any breach of this Agreement, (C) neither the Company nor any of its Subsidiaries shall be required to (1) pay any commitment or other similar fee prior to the Effective Time Closing, (2) incur or assume any liability in connection with the Debt financings contemplated by the Financing Transactions, (3) deliver or incur obtain opinions of internal or assume external counsel, (4) provide access to or disclose information where the Company determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contractual Obligations, or (5) waive or amend any terms of this Agreement or any other liability Contractual Obligation to which the Company or obligation prior to the Effective Time pursuant to the Debt Commitment Letters or the definitive documentation relating to the Debt Financing its Subsidiaries is party, and (zD) none of the Company, its Subsidiaries and or their respective officers, directors, officers or employees shall be required to authorizeexecute, execute deliver or enter into into, or perform any agreement agreement, document or instrument (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action ), with respect to the Debt Financing Transactions that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are Closing and the general partners, members directors and managers of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Company’s Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass adopt resolutions or consents approving the agreements, documents and instruments pursuant to approve or authorize which the execution Financing Transactions are obtained, in each case which are effective prior to the Closing. Notwithstanding anything to the contrary, the Company shall be deemed to have complied with this Section 7.06 for all purposes of this Agreement (including Article III and Article X) unless the Financing Transaction has not been obtained primarily as a result of the Debt Financing)Company’s willful breach of its obligations under this Section 7.06. The Company hereby consents to the use of its and its Subsidiaries’ Subsidiary’s logos in connection with the Debt Financingfinancing contemplated by the Financing Transactions; provided provided, that such logos are used solely in a manner that is not intended to to, nor reasonably likely to to, harm or disparage the Company or its the Company’s Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements.

Financing Assistance. (a1) Prior to the Closing, the The Company agrees to use reasonable best efforts to provideshall, and shall cause each of its Subsidiaries to, use commercially reasonable best efforts to cause provide such customary cooperation to the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such cooperation Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the funding of the Debt Financing as may be reasonably requested by Buyer, including using their respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, contemplated in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as (provided that such request is made on reasonable notice and reasonably in effect on the date hereof and referenced in Section 7.6, impose on the Company or any advance of the Company’s Subsidiaries or any of its Closing and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) provided such requested cooperation shall does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (and subject to the foregoing), as so requested: (i) participating in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and meetings with prospective lenders and other Financing Sources (including customary one-on-one meetings), investors and ratings agencies; (ii) subject to Laws and any Contract and the obtaining of any necessary consents in connection therewith, executing and delivering any pledge and security documents or other definitive financing documents as may be reasonably requested by the Purchaser; (iii) subject to Section 4.5 and Section 4.7, furnishing the Purchaser, as soon as reasonably practicable, with all Financing Information; provided that in no event shall the Financing Information be deemed to include or shall the Company otherwise be required to provide: (1) any information customarily provided by a lead arranger in a customary information memorandum for a secured bank financing, including sections customarily drafted by a lead arranger, such as those regarding confidentiality, timelines, syndication process and limitations of liability, (y2) none any segment reporting financial information, (3) any pro forma, projected or forward-looking information, (4) any information relating to transactions anticipated to occur after the Effective Date, (5) any other information of the type that is not customarily included in a "public side" information memorandum for a secured bank financing and (6) any information with respect to any Person other than the Company and the Subsidiaries (the foregoing clauses (1) through (6) is referred to herein as "Excluded Information"), (iv) furnishing the Purchaser and the Financing Sources with information regarding the Company and its Subsidiaries reasonably requested by the Financing Sources and reasonably available to the Company (and updates thereto as reasonably requested by such Persons), including information in response to due diligence requests of, and otherwise cooperate with the due diligence efforts of, the Financing Sources, and execute customary authorization and management representation letters (provided that the Company (i) shall only be obligated to deliver such information to the extent such information is readily available to the Company and (ii) may redact or exclude in a manner acceptable to it, any information that the Company determines, in its sole discretion, is competitively sensitive), (v) assisting in the preparation by the Purchaser of customary bank books, confidential information memoranda, lender and investor presentations, rating agency presentations and similar documents required by the Financing Sources in connection with the Financing, including in the preparation of "public side" versions thereof, (vi) assisting with the preparation of, and obtain, execute and deliver customary evidence of authority, customary officer's certificates, customary solvency certificates (including the solvency certificate attached as Annex I to Exhibit C to the Debt Commitment Letter and customary perfection certificates), customary insurance certificates, in each case, as reasonably requested by the Purchaser and the Financing Sources (provided, however, that no officer of the Company nor or any of its Subsidiaries who is not remaining in such position following the Closing shall be required obligated to pay execute any commitment certificate or other similar fee prior to the Effective Time document contemplated by this Section 4.8(1) in connection with the Debt Financing or incur or assume any other liability or obligation prior to Financing) and (vii) providing reasonable assistance in the Effective Time pursuant to the Debt Commitment Letters or preparation and execution of the definitive documentation relating to the Debt Financing, including (A) the execution and delivery by the Company and its Subsidiaries, effective only upon the Closing, of any credit agreements, guarantees, pledge and security documents, other definitive financing documents or other certificates or documents contemplated by the Debt Financing and otherwise facilitating the creation and perfection of the security interests in the collateral contemplated by the Debt Financing; and (zB) reasonably cooperating with the Purchaser in obtaining such consents, acknowledgements, authorizations, approvals and instruments reasonably requested by the Purchaser that are required to consummate the Debt Financing. Notwithstanding the foregoing, none of the Company, its Subsidiaries and their respective officers, directors, employees shall Company nor any Subsidiary of the Company will be required to: (a) pay or agree to authorizepay any commitment, execute consent or enter into other fee or perform incur any agreement other cost, expense or liability or provide or agree to provide any indemnity, in each case in connection with any such financing prior to the Effective Time; (other than the authorization and representation letters contemplated aboveb) or adopt any resolution or otherwise take any corporate action or similar do anything that would contravene any Law, contravene any Contract or be capable of impairing, preventing or delaying the satisfaction of any condition set forth in Article 6 hereof; (c) commit to take any action with respect to the Debt Financing that is not contingent upon on the Closing consummation of the Arrangement or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements.Time;

Financing Assistance. (a) Prior to the Closing, the Company agrees to use reasonable best efforts to provideshall, and shall use reasonable best efforts to cause the Company’s Subsidiaries and other Acquired Companies to, use its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives commercially reasonable efforts to provide, provide such cooperation in connection with the Debt Financing as may be reasonably requested by BuyerBuyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the other Acquired Companies), including using which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their respective commercially reasonable best efforts to: (i) as promptly furnish Buyer and its financing sources with as reasonably practicable provide (A) (1) audited the historical consolidated financial statements of the Company consisting required to have been received by the Lead Arrangers (as defined in the Financing Commitment Letter as in effect on the date hereof) pursuant to, and subject to the terms of, Section 7(a) of balance sheets as Annex C of the last Financing Commitment Letter (as in effect on the date hereof) and drafts of each customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and Notes (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, defined in the case of Financing Commitment Letter as in effect on the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(Adate hereof), the “Required Financial Information”) ; and (B) such other pertinent financial and other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with to the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation extent such information is of the type and form customarily included in a customary bank information memorandum or an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act (provided, that such information shall not include financial statements or other information (including segment reporting and consolidating and other financial statements and data) required by Rules 3-05, 3-09, 3-10 and 3-16 of Regulation S-X or Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A (other than customary disclosure with respect to material related party transactions) or any other information customarily excluded for an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act) (clauses (A) and (B), together, the “Required Information”); provided that, in no event shall the Required Information be deemed to include or shall the Company otherwise be required to provide (x) pro forma financial statements or pro forma adjustments related to the Debt Financing or (y) financial statements of the Company or its Subsidiaries other than as set forth in connection with Section 7(a) of Annex C of the Financing Commitment Letter and as set forth above, (including by providing such financial information about the Company and its Subsidiaries as is ii) reasonably requested by assist Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetingspreparing customary offering memoranda, presentations, road shows, drafting sessions, due diligence sessions confidential information memoranda and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereofiii) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of provide to Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) least four Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to about the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily Affiliates required by regulatory authorities Section 8 of Annex C of the Financing Commitment Letter under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act; , that is required to the extent such documentation and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date, (xiv) cooperate obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any securities offering contemplated as part of the Debt Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm (including “negative assurance” comfort) and (B) cause the Company’s independent public accounting firm to agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies, as reasonably requested by Buyer, in connection with the Debt Financing Sources’ “due diligence” investigation with respect and (ix) consent to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as use of the Closing Date)trademarks, service marks and logos of the Company or any of the other Acquired Companies in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of the other Acquired Companies. Notwithstanding the foregoing, (w1) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of neither the Company nor any of its Subsidiaries the other Acquired Companies shall be required to pay any commitment or other similar fee or incur prior to the Effective Time Closing any other liability or obligation in connection with the Debt Financing or incur or assume Financing, (2) the Company shall not be required by this Section 5.05 to provide a restatement of any historical financial statements of the Company that would not have been required other liability or obligation prior to than for the Effective Time pursuant to purposes of the Debt Commitment Letters or the definitive documentation relating to the Debt Financing and Financing, (z3) none of the Company, its Subsidiaries and the other Acquired Companies or their respective officers, directors, directors or employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Effective Time it being understood that Persons who are the general partnersClosing, members (4) none of the board of directorsCompany, managing membersthe other Acquired Companies or their respective officers, directors or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such employees shall not be required to pass resolutions or consents to approve or authorize take any action (excluding, for the execution avoidance of doubt, the provision of the Debt Financing). The Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company hereby consents or any of the other Acquired Companies to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the use extent it would reasonably be expected, in the reasonable judgment of its and its Subsidiaries’ logos the Company, to result in connection with the Debt Financinga violation of Applicable Law or loss of any privilege; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything shall notify Buyer as to the contrary provided in nature and, to the Confidentiality Agreement extent possible without violating any such privilege or hereinApplicable Laws, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose substance of such information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangementsor action covered by such privilege or Applicable Law.

Financing Assistance. (a) Prior to the ClosingThe Company shall, the Company agrees to use reasonable best efforts to provideand shall cause its Subsidiaries to, and shall use commercially reasonable best efforts to cause the Company’s Subsidiaries its and its and their Subsidiaries’ officers, directors, employees, accountantsagents, consultants, legal counsel, agents and other Representatives representatives (collectively, “Representatives”) to, provide all cooperation that is reasonably requested by Parent to provideassist Parent and Merger Sub in the arrangement and consummation of the financing contemplated by the Debt Commitment Letter for the purpose of funding the payment of the Purchase Price (the “Financing”), including but not limited to (i) promptly furnishing to Parent and the Financing Sources such cooperation financial, marketing and other information and materials relating to the Company and each of its Subsidiaries that is customary or necessary for the completion of the Financing, or for the preparation of offering or information documents to be used in connection with the Debt same; (ii) cooperating with the marketing efforts of Parent and the Financing Sources, including participation in meetings with, and delivering management reports to, the Persons acting as lead arrangers or agents for the prospective lenders and purchasers of the Financing, and attending presentations, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing; (iii) delivering (A) audited consolidated balance sheets and related audited statements of comprehensive income (loss), stockholders’ equity and cash flows of the Company and its Subsidiaries (the “Audited Annual Financials”) for each of the two most recently ended fiscal years that have ended at least ninety (90) days prior to the Closing Date, and (B) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows of the Company and its Subsidiaries (the “Quarterly Financials”) for each fiscal quarter beginning with the quarter ended September 30, 2015 and for any subsequent fiscal quarter that ends forty-five (45) or more calendar days prior to the Closing Date; (iv) causing the Company’s independent accountants to provide reasonable assistance to Parent consistent with their customary practice (including to consent to the use of their audit reports on the consolidated financial statements of the Company and its Subsidiaries in any materials relating to the Financing); (v) using reasonable best efforts to assist Parent in connection with the preparation of pro forma financial information and financial statements necessary or reasonably required by the Financing Sources; (vi) upon reasonable request of Parent and to the extent the same become necessary or advisable in connection with the Financing, assisting Parent to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts relating to the Company and its Subsidiaries (including by arranging discussions among Parent, the Company and the Financing Sources and their respective representatives with other parties to such material leases, encumbrances and contracts; provided, that such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time); and (vii) to the extent that the Company or any of its Subsidiaries are to be party to the Financing following the occurrence of the Effective Time, (A) using reasonable best efforts to obtain customary legal opinions and executing and delivering customary closing certificates and documents at or prior to the Closing as may be reasonably requested by BuyerParent in connection with the Financing; provided, including that such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time; (B) using their respective reasonable best efforts to: (i) promptly furnish Buyer to facilitate the execution and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended delivery at least 90 days or prior to the Closing Date of definitive documents (including loan agreements, customary guarantee documentation (if applicable) and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior other applicable loan documents) related to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the Debt Financing; (ii) assist Buyer provided, that such documents will not take effect until, and Buyer LLC Sub in their preparation of will be conditioned upon the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as occurrence of, the ClosingEffective Time; and (viiC) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilitiesextent requested reasonably in advance, deliver all notices and take other actions required providing to facilitate the termination of commitments in respect of the Credit FacilitiesFinancing Sources, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and at least five (B) furnish to Buyer, no later than three (35) Business Days prior to the Closing Date, (I) a all customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all reasonable documentation and other information required by regulatory authorities with respect to the Company and each of its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-know your customer” and anti-money anti‑money laundering rules and regulations, including without limitation the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation USA PATRIOT Act of one or more credit agreements2001, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date)amended. Notwithstanding the foregoing, (w) the covenants of the Company set forth Nothing in this Section 8.12 5.11 shall not, in require such cooperation to the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on extent it would (i) require the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of the Company nor any of its Subsidiaries shall be required to agree to pay any commitment fees, reimburse any expenses or other similar fee prior give any indemnities, (ii) require the Company to the Effective Time in connection with the Debt Financing or incur or assume any other liability or obligation prior to the Effective Time pursuant Time, (iii) cause any representation or warranty in this Agreement to be breached, or (iv) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement. Parent agrees, promptly upon request, to reimburse the Debt Commitment Letters or the definitive documentation relating to the Debt Financing Company and (z) none of the Company, its Subsidiaries for all of their reasonable, documented, out‑of‑pocket costs, fees and their respective officersexpenses (including fees and disbursements of counsel) actually incurred in connection with the Financing promptly following the incurrence thereof (limited, directorsin the case of any costs, employees shall be required to authorize, execute or enter into or perform any agreement (other than fees and expenses for preparing the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members of the board of directors, managing members, or other equivalent governing body(ies) consolidated financial statements of the Company and its Subsidiaries described in clause (iii) of the immediately preceding sentence, to the incremental costs, fees and expenses for preparing the Audited Annual Financials and Quarterly Financials in excess of the costs, fees and expenses of preparing the corresponding financial statements of the Company and its Subsidiaries for the most recent fiscal year and most recent fiscal quarter ended prior to the Effective Time date hereof). The Company, its Affiliates and their respective representatives shall be indemnified and held harmless by Parent for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in their capacity as such shall not be required to pass resolutions or consents to approve or authorize connection with the execution arrangement of the Debt Financing)Financing (other than arising out of or resulting from Company-Related Fraud, gross negligence of the Company or any of its Subsidiaries or the Company’s breach of or failure to perform a covenant in this Agreement or breach or inaccuracy of a representation or warranty of the Company in this Agreement) to the fullest extent permitted by applicable Laws and with appropriate contribution to the extent such indemnification is not available. 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 customary manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Notwithstanding anything to the contrary provided herein or in the Confidentiality Agreement or hereinAgreements, Buyer and its Affiliates and its and their Representatives Parent shall be permitted to disclose share all information about the Company and subject to such agreements with its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing potential financing sources, subject to customary confidentiality arrangementsundertakings by such potential financing sources with respect thereto.

Financing Assistance. (a) Prior to the ClosingSemGroup has agreed it will, the Company agrees to and will cause its subsidiaries and their respective representatives to, use reasonable best efforts to provide, provide reasonable and shall use reasonable best efforts to cause the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such customary cooperation in connection with the Debt Financing as may be reasonably requested any financing by Buyer, including using their Energy Transfer or any of its respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer subsidiaries in connection with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetingsmerger or otherwise, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall but will not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of the Company nor any of its Subsidiaries shall be required to pay any commitment fee, provide any security or other similar fee incur any liability in connection with any financing prior to the Effective Time effective time. Other Covenants and Agreements The merger agreement contains additional agreements between the parties relating to the following matters, among other things: • taking such actions to render state takeover laws to be inapplicable to the merger and the other transactions contemplated by the merger agreement; • making certain public announcements regarding the terms of the merger agreement or the transactions contemplated thereby; • taking steps as may be required to cause any dispositions of SemGroup common stock or acquisitions of ET common units resulting from the merger agreement transactions to be exempt under Rule 16b-3 under the Exchange Act; • the listing on the NYSE of the ET common units to be issued as consideration in connection with the Debt Financing or incur or assume merger; • SemGroup will give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the registration statement on Form S-4, of which this document forms a part, is declared effective under the Securities Act; and • each party will provide reasonable access to personnel, properties, books and record. Termination of the Merger Agreement The merger agreement may be terminated in accordance with its terms at any other liability or obligation time prior to the Effective Time effective time, whether before or after SemGroup stockholder approval: • by mutual written consent of Energy Transfer and SemGroup; • by either Energy Transfer or SemGroup, if the merger is not completed on or prior to June 30, 2020, provided, that if all of the conditions to closing, other than legal prohibitions or regulatory approvals, have been satisfied or are capable of being satisfied at such time, the end date will be automatically extended to September 30, 2020 (such date, as it may be extended from June 30, 2020, is referred to as the “End Date”); and provided, further, that such right to terminate the merger agreement will not be available to a party if the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement caused the failure of the closing to occur by the End Date; • by either Energy Transfer or SemGroup, if an injunction or other law is entered, enacted or becomes effective permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such injunction or other law will have become final and non-appealable; provided that the party seeking to avail itself of such right to terminate will have used its reasonable best efforts to remove such injunction to the extent so required by the merger agreement; or • by either Energy Transfer or SemGroup, if SemGroup’s stockholder meeting (including any adjournments or postponements thereof) has concluded, at which a vote upon the adoption of the merger agreement was taken, and without receiving the approval of the merger agreement. Energy Transfer may also terminate the merger agreement: • if SemGroup breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, SemGroup does not or ceases to diligently attempt to cure such breach or failure in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case, after receiving written notice from Energy Transfer describing such breach or failure in reasonable detail (provided that Energy Transfer is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (i) in the event of a change of recommendation or (ii) SemGroup willfully and materially breaches any of its obligations not to solicit acquisition proposals or change its recommendation pursuant to the Debt Commitment Letters merger agreement. SemGroup may also terminate the merger agreement: • if Energy Transfer breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the definitive documentation relating merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the Debt Financing and End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Energy Transfer does not or ceases to diligently attempt to cure such breach or failure after receiving written notice from SemGroup describing such breach or failure in reasonable detail (zprovided that SemGroup is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has complied with its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement) none of the Company, its Subsidiaries and their respective officers, directors, employees shall be required in order to authorize, execute or enter into or perform any a definitive agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to a superior offer (which it enters into with or promptly following the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members termination of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financingmerger agreement). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that any such logos are used solely in a manner that is not intended to nor reasonably likely to harm purported termination by SemGroup will be void and of no force or disparage effect unless SemGroup pays Energy Transfer the Company or its Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangementsBreakup Fee summarized below.

Financing Assistance. (a) Prior The Company and its Subsidiaries shall obtain debt financing on terms and from financing sources consistent with those contemplated by the debt financing term sheet attached hereto as Exhibit C and in amounts sufficient to consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the PFTS, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the Closingapplicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of the Investor and Highland Capital not to be unreasonably withheld (the “Debt Financing”); provided, that if the Company agrees delivers to Investor and Highland Capital definitive term sheets for any such proposed debt financing that have been approved by the Company’s board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a “Company Financing Proposal”), then Investor or Highland Capital shall inform the Company in writing (a “Financing Notice Proposal”) whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its receipt of the definitive term sheets for such Company Financing Proposal. If, after the Company delivers to Investor and Highland Capital a Company Financing Proposal, Investor or Highland Capital fails to deliver a Financing Notice within five (5) Business Days or each of the following circumstances as set forth in (x), (y) and (z) below occurs, then the Company may terminate this Agreement and the transactions contemplated hereby may be abandoned: (x) Investor or Highland Capital delivers a Financing Notice in which it does not approve the Company Financing Proposal, (y) Investor and Highland Capital do not present to the Company, within thirty (30) days of the delivery of the Financing Notice by Investor or Highland Capital (the “Financing Decision Date Proposal”), an alternative written expression of interest to provide the Debt Financing on terms more favorable to the Company than the Company Financing Proposal with financial institutions reasonably acceptable to the Company (a “Preferred Debt Financing”) and (z) Investor or Highland Capital do not provide to the Company commitment letters executed by the banks or other financing sources providing such Preferred Debt Financing within sixty (60) days of the Financing Decision Date. Delphi shall use its reasonable best efforts to provideimplement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(u). Subject to applicable regulatory or NASD requirements, Lxxxxx Brothers (or its Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investor, Highland Capital and their counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investor, Highland Capital and their counsel consistent with the Agreement and the PFTS and any other reasonable comments of the Investor, Highland Capital and their counsel and shall not reject such comments without first discussing the reasons therefor with the Investor, Highland Capital and their counsel and giving due consideration to the views of the Investor, Highland Capital and their counsel, and shall use reasonable best efforts to cause (iii) keep the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such cooperation Investor reasonably informed on a timely basis of developments in connection with the Debt Financing as may be reasonably requested by Buyer, including using their respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources provide the Investor with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior an opportunity to the Closing Date attend and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions meetings and/or roadshows with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee prior to the Effective Time in connection with the Debt Financing or incur or assume any other liability or obligation prior to the Effective Time pursuant to the Debt Commitment Letters or the definitive documentation relating to the Debt Financing and (z) none of the Company, its Subsidiaries and their respective officers, directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution potential providers of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements.

Financing Assistance. (a) Prior to and until the Closing, the Company agrees to shall use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Subsidiaries to use their reasonable best efforts to, and the Company and each of its Subsidiaries shall each use their reasonable best efforts to cause the respective officers, employees, agents and representatives of the Company and its Subsidiaries to use their reasonable best efforts to, (1) provide to Parent and Merger Sub 2, as applicable, (x) audited consolidated financial statements of the Company covering the three fiscal years immediately preceding the Closing for which audited consolidated financial statements are then currently available, unaudited financial statements (excluding footnotes) for any regular quarterly interim fiscal 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 (within 45 days after the end of each such period) and (y) all documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, and beneficial ownership regulations, but in each case, solely as relating to the Company and its Subsidiaries to the extent requested by the Parent and the Financing Sources at least ten Business Days prior to the Closing Date, which information shall be provided no later than three Business Days prior to the Closing Date and (2) provide to Parent, Merger Sub 1 and Merger Sub 2 all cooperation reasonably requested by Parent that is necessary or reasonably required in connection with the Financing, including the following: (i) using reasonable best efforts to cause the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents Subsidiaries’ senior officers and other Representatives representatives to provideparticipate in meetings and calls, such cooperation presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, investors and prospective lenders on reasonable advance notice to the extent practicable; (ii) using reasonable best efforts to assist with the preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (including any customary offering or private placement memoranda to be prepared for any debt securities offering in connection with the Debt Financing Commitment), bank information memoranda, business projections, customary pro forma financial statements reflecting the Combination and the Financing; provided, that such assistance will be limited to providing financial information reasonably required to allow Parent to prepare such pro forma financial statements, and any other marketing documentation and similar documents reasonably required in connection with the Financing (and executing customary representation letters in connection herewith); provided, that any such marketing materials shall reflect that one or more of Parent and its Subsidiaries will be the obligors at Closing and that the Company and its Subsidiaries shall have no obligations thereunder unless and until the Effective Time occurs; (iii) using reasonable best efforts to assist with the preparation of any pledge, security and other collateral documents, any loan agreement, currency or interest hedging agreement, other definitive financing documents on terms reasonably satisfactory to Parent, or other certificates, resolutions, consents or documents as may be reasonably requested by Buyer, including Parent and usual and customary for transactions of the type contemplated by the Financing Commitment; provided that no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective or filed in the public record until the Effective Time; (iv) using their respective reasonable best efforts to: to facilitate the pledging of collateral, provided that no pledge shall be effective or public filing be made until the Effective Time; (iv) promptly furnish Buyer using reasonable best efforts to facilitate the pay-off of any Existing Indebtedness of the Company and its financing sources Subsidiaries and to arrange for the receipt of customary pay-off documentation evidencing the satisfaction and discharge of such Existing Indebtedness and the release of related Liens and termination of security interests with respect thereto, in each case, in form and substance reasonably acceptable to the Financing Sources; (vi) using reasonable best efforts to furnish to Parent, Merger Sub 1 and Merger Sub 2 and the Financing Sources, as promptly as reasonably practicable, with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Dateall Required Information, orincluding, in the case of the statement of cash flowswithout limitation, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Datecustomary pertinent financial, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer Parent and including in any event the financial statements required under Paragraph 9 of Annex III of the Commitment Letter, including any additional financial information and data regarding the Company and its Subsidiaries reasonably requested by Parent or the Financing Sources in connection with the Debt Financing; , (iiB) assist Buyer and Buyer LLC Sub in their preparation of the other financial data necessary or reasonably required to permit Parent to prepare customary pro forma financial statements in connection with form and substance reasonably acceptable to the Financing Sources reflecting the Combination and the Financing, and (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (AC) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with supplements to the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate Required Information on a reasonably current basis to the pledging of collateral and the provision of guarantees; provided extent that any Required Information, to the knowledge of the Company, when taken as a whole and in light of the circumstances under which such pledges and guarantees shall be authorized and become effective only atstatements were made, contains any material misstatement of fact or as of, the Closingomits to state any material fact necessary to make such information not materially misleading; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer[reserved]; (viii) [reserved], (Aix) using reasonable best efforts to cause the independent auditors of the Company to assist and cooperate with Parent in connection with the Financing, including by providing consent to offering memoranda, registration statements and/or prospectus that include or incorporate the Company’s consolidated financial information and their reports thereon, and customary comfort letters (including “negative assurance” and change period comfort) with respect to the Credit Facilities, deliver all notices and take other actions required financial information relating to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (yx) none [reserved], (xi) using reasonable best efforts to cooperate with the Financing Sources’ due diligence requests and review, to the extent reasonably requested in connection with the Financing, (xii) [reserved], (xiii) using reasonable best efforts to request that its independent accountants cooperate with and assist Parent in preparing customary and appropriate information packages and offering and private placement memoranda or other offering materials as the Financing Sources may reasonably request for use in connection with the offering and/or syndication of debt securities, loan participations and other matters contemplated with respect to the Financing, in obtaining third party consents in connection with such financing, and in extinguishing Existing Indebtedness for borrowed money of the Company and its Subsidiaries and releasing liens securing such Existing Indebtedness, in each case to take effect at the Effective Time, (xiv) [reserved], and (xv) using reasonable best efforts to take such actions as are reasonably requested by the Parent or the Financing Sources to facilitate the satisfaction of all conditions precedent to obtaining the Financing to the extent within the control of the Company (including delivery of the stock and other equity certificates of the Company and its Subsidiaries to the Parent); provided that until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment fees, expenses or other similar fee amounts in connection with the Financing, (B) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Financing or (C) be required to incur any liability in connection with the Financing. For the avoidance of doubt, the Board of Directors of the Company and each of its Subsidiaries, in each case as constituted prior to the Effective Time in connection with the Debt Financing or incur or assume any other liability or obligation prior to the Effective Time pursuant to the Debt Commitment Letters or the definitive documentation relating to the Debt Financing and (z) none of the CompanyTime, its Subsidiaries and their respective officers, directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time it being understood that Persons who are the general partners, members of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass adopt any resolutions or consents to approve or authorize the execution of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos take any other action in connection with the Debt authorization of any of the Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm , or disparage otherwise contingent upon the Company or its Subsidiaries. Notwithstanding anything to occurrence of the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangementsEffective Time.

Financing Assistance. (a) Prior At and prior to the Closing, Seller and the Company agrees to use reasonable best efforts to provide, and shall use reasonable best efforts to cause the Company’s Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such provide all cooperation in connection with the Debt Financing as may be reasonably requested by Buyer, including using their respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had 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 7.6, (x) such requested cooperation shall does not unreasonably interfere with the ongoing operations of Seller, the Company or any of their Subsidiaries), including, without limitation, (a) furnishing to Buyer and the Financing Sources, as promptly as practicable, all Required Information; (b) participating, at reasonable times, in a reasonable number of meetings and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably with the Financing Sources’ due diligence; (c) causing the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (yincluding furnishing all information to be included in any schedules thereto or in any perfection certificates) none for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company nor and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar Laws, rules and regulations of all applicable jurisdictions related to the financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries shall or Affiliates to be required to pay any commitment an issuer or other similar fee obligor with respect to any Debt Financing prior to the Effective Time Closing Date. Buyer shall, promptly upon Seller’s request, reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred by Seller or the Company in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing or incur or assume and any other liability or obligation prior information utilized in connection therewith except to the Effective Time pursuant to extent arising out of the Debt Commitment Letters gross negligence or the definitive documentation relating to the Debt Financing and (z) none of willful misconduct by Seller, the Company, its their Subsidiaries and or any of their respective officers, directors, employees shall be required to authorize, execute Representatives. If Seller or enter into or perform the Company become aware of any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that is not contingent upon the Closing or information that would be effective prior to the Effective Time it being understood that Persons who are the general partnerscause any statements provided by or on behalf of Seller, members of the board of directors, managing members, or other equivalent governing body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything Subsidiaries to the contrary provided in the Confidentiality Agreement be false or hereinmisleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Buyer Seller and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangementsshall promptly inform Buyer thereof.