Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.

Financing Cooperation. Prior to Closing, the Sellers shall use and shall (asubject to any legal limitations) Cole agrees cause the Target Companies to use commercially reasonable endeavours to provide to the Purchaser, at the Purchaser’s sole expense, such assistance cooperation as the Purchaser may reasonably request for the purposes of assisting the Purchaser in respect of (and to cause i) the Cole Subsidiaries and preparation of its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”including syndication) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, arrangements and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings the refinancing of the existing financing (including hedging), bank guarantee or similar requirements of the Target Companies which have to be refinanced upon Closing due to change of control or similar provisions or need to be repaid by Closing under the terms of the Purchaser's debt financing or such other financing which is to be repaid and/or cancelled within 30 (thirty) calendar days of the Closing Date or, with rating agencies respect to the Colombian Entities, within 30 (thirty) calendar days of a Deferred Closing, as the case may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources be, including any change of any financial information pertaining to Cole control or similar waivers, security releases, and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management submission of prepayment and Representatives in the negotiationother notices, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole transactions contemplated under this Agreement and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Dateother Transaction Documents. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole The Sellers and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, Purchaser shall cooperate (each acting reasonably) prior to the Closing Date to identify the Financial Debt that is subject to any cancellation right of the financing party due to a change of control or similar provision that may be triggered by virtue of the transactions contemplated by this Agreement or other Transaction Documents or shall otherwise be repaid and/or cancelled within 30 (thirty) days of the Closing Date or, with respect to the Colombian Entities, within 30 (thirty) days of a Deferred Closing, be required as the case may be, and to pay identify any commitment Prepayment Amounts in respect thereof. Nothing in this clause 15.4 shall require any member of the Sellers' Groups or similar fee any Target Company to take any action under this clause 15.4 to the extent doing so would (A) interfere or disrupt unreasonably with the business or operations of any member of the Sellers' Groups or any Target Company or (B) require any member of the Sellers' Groups or any Target Company to take any action that would conflict with or violate any such entity's (x) constitutional documents, (y) any of its contracts or duties of confidentiality unless each recipient of the information agrees to back-to-back confidentiality agreements or (z) any laws or (C) result in any member of the Sellers' Group or any Target Companies or any of their respective officers, directors, employees, advisors, agents or other representatives incurring or exposing itself to any personal liability or (D) require any member of the Sellers' Groups or any Target Company to enter into any documentation or to make any declarations or statements or to assume, incur or exposing itself to any liability or obligations (other payment than (i) any prepayment and/or cancellation notices in connection with any Financial Debt which can effectively be made and are so made explicitly subject to Closing having occurred and / or (ii) any documentation by the existing Indebtedness of ColeTarget Companies (including release documentation) which is only released and effective as from the Closing). None Purchaser shall indemnify, defend and hold each member of the representationsSellers' Groups, warranties or covenants each Target Company and each of their respective representatives (i.e., employees, officers, directors, advisers and other representatives) harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by such member of the Cole Parties Sellers' Groups or Target Company and their respective representatives in connection with any action or support granted under this clause 15.4 except to the extent that such liabilities, losses, damages, costs, and expenses arise out of gross negligence or wilful misconduct by a member of Sellers' Groups or a Target Company. The Sellers shall only be deemed to apply to, or deemed breached or violated by, any liable for a breach of the actions contemplated by obligations under this Section 7.18 or by any action taken by any Cole Party at the request clause 15.4 in case of Spirit or its Financing Sourceswilful misconduct and/or gross negligence.

Financing Cooperation. From and after the date hereof, Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things reasonably necessary, proper or advisable to (ai) Cole agrees satisfy, or cause to provide such assistance be satisfied, on a timely basis (or obtain a waiver of) all conditions to Buyer assuming the ACFP Continuing Indebtedness, in each case, to the extent within Buyer’s control and (ii) negotiate and enter into the Continuance of ACFP Debt Documents substantially on the terms and conditions set forth in the Consent Letter and in a form reasonably acceptable to Buyer. Buyer shall use commercially reasonable efforts to, and shall cause each of its controlled Affiliates to use commercially reasonable efforts to, cooperate with Seller in connection with the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (assumption of the “Debt Financing”) as is reasonably requested by Spirit. Such assistance ACFP Continuing Indebtedness, which shall include, but not be limited to, the following: (i) participation infurnishing Seller and the Financing Parties customary financial and other information regarding Buyer and its Subsidiaries reasonably requested by Seller and the Financing Parties to consummate assumption of the ACFP Continuing Indebtedness, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) upon prior written notice and at reasonable times, making appropriate officers of Buyer and its Subsidiaries available for participation in a reasonable number of meetings or due diligence sessions with the Financing Parties (it being understood that such meetings and sessions may occur telephonically or by Cole’s senior management and Representatives invideoconferencing), and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit assisting Seller in connection with its preparation of one or more credit agreements, as well as other pledge and its Financing Sources of any financial information pertaining to Cole security documents or other documents, certificates (including a solvency certificate), incumbencies and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives authorizations, in the negotiation, execution and delivery of any Debt Financing documents each case as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; Seller and (viiiiv) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, at least three (3) Business Days prior to the Closing, be providing all documentation and other information about Buyer and its Subsidiaries as the Financing Parties reasonably determine is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to pay any commitment or similar fee or make any other payment the extent requested by Seller in connection with writing at least ten (10) Business Days prior to the existing Indebtedness Closing. Buyer and each of Cole. None its controlled Affiliates hereby consents to the customary and reasonable use of its logos solely for the purpose of the representations, warranties or covenants assumption of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesACFP Continuing Indebtedness.

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shallIf, prior to the Closing, Parent elects to seek financing in connection with the Merger that does not require any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority, from and after the date that the Company receives written notice from Parent of such election until the earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, the Company, at the sole expense of Parent, shall use its commercially reasonable efforts to provide and cause its Subsidiaries and Representatives to provide, all such reasonable cooperation as Parent may reasonably request in writing in connection with any financing efforts that Parent may undertake in connection with the Merger, including, as applicable, (a) upon reasonable advance written notice, assisting in the preparation for and participating in a reasonable number of meetings at mutually agreeable times and locations, (b) furnishing reasonably available financial and other information regarding the Company reasonably requested by Parent or the relevant financing sources to consummate such financing and customary to be included in marketing materials for such financing, (c) participating in drafting sessions, (d) assisting with the preparation of syndication documents and materials, including a bank confidential information memorandum, lender presentation, rating agency materials and presentations, and other customary marketing materials in connection with such financing, (e) providing information reasonably available as requested for the evaluation of assets included or that may be included in any borrowing base or covered by security interests, (f) assisting in the preparation of schedules to collateral agreements, (g) subject to any contractual agreement in effect, facilitating the providing of guarantees and the pledging of collateral for such financing, including, upon reasonable advance written notice at mutually agreeable times and, if applicable, locations, taking commercially reasonable actions necessary to permit the relevant financing sources to evaluate the Company’s and the Company Subsidiaries’ real property and personal property that would constitute collateral under such financing, solely for the purpose of establishing pledges over such assets to secure the obligations under the definitive documents for such financing, in each case which shall not be required to be delivered or effective until at or promptly following the Effective Time and (h) providing reasonable and customary assistance with the preparation of documents customarily required in connection with such financing (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent), providing all documentation and other information relating to the Company or any of its Subsidiaries required thereunder and any documentation or other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; provided, however, that the Company shall not: (x) prior to or as a result of the Merger, take on any debt or liabilities, or provide for the use of its cash or assets, which would be in excess of the Company’s distributable profits (as defined in the ICL), in connection with the financing of the Per Share Merger Consideration or other costs or fees to be paid by Parent hereunder, as such use would require court approval under ICL, or (y) be required to take any particular action that requires any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority (including in connection with any necessary court approvals in connection with any dividend of the Company’s existing cash); and provided further that (i) neither the Company, its Subsidiaries, nor any persons who are directors of the Company or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of any agreements or instruments for such financing, (ii) no obligation of the Company or any of its Subsidiaries under any certificate or document will be effective until the Effective Time, (iii) none of the Company, its Subsidiaries or their respective Representatives shall be required to cooperate pursuant to this Section 5.14 in any manner that would unreasonably interfere with the ongoing operations of the Company or its Subsidiaries and (iv) none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or make incur any other payment liability in connection with the existing Indebtedness of Coleforegoing prior to the Effective Time. None Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to cooperate in connection with any financing at such point that such financing would be reasonably likely to prevent or materially delay the consummation of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesMerger.

Financing Cooperation. (a) Cole agrees to From the date of this Agreement until Closing, the Company shall use commercially reasonable efforts to, and shall cause each of its Affiliates to, provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is all cooperation reasonably requested by Spirit. Such assistance shall includeParent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Affiliates beyond the level of involvement ordinarily required in similar financing transactions) in connection with obtaining the financing contemplated by the Debt Commitment Letter, but not be limited to, the following: including (i) participation inparticipating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and reasonable assistance withsessions with rating agencies, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting with the preparation of materials for rating agency presentations presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and meetings similar documents required in connection with rating agencies the financing contemplated by the Financing Commitments; provided that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Surviving Corporation and/or its Affiliates as may be requested by Spirit; the obligor, (iii) delivery using commercially reasonable efforts to Spirit cause its independent accountants to provide assistance and its Financing Sources cooperation to Parent, including participating in a reasonable number of any financial information pertaining to Cole drafting sessions and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; accounting due diligence sessions, (iv) participation by Cole’s senior management executing and Representatives in the negotiationdelivering any pledge and security documents, execution currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Parent (vincluding certificates of the chief financial officer or any of the Company’s Affiliates with respect to financing matters) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate otherwise facilitating the satisfaction on a timely basis pledging of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions collateral as may be reasonably requested by Spirit or Parent; provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time, (v) furnishing Parent and Merger Sub and their financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Financing Sources Affiliates as may be reasonably requested by Parent, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K, including audits thereto to the extent so required (which audits shall be unqualified), under the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Debt Commitment Letter (information required to be delivered pursuant to this clause (v) being referred to as, the “Required Financial Information”), (vi) obtaining accountants’ comfort letters, accountants’ consents, legal opinions, surveys and title insurance as reasonably requested by Parent, (vii) taking all actions reasonably necessary to (A) permit the lenders under the Debt Commitment Letter to evaluate the Company’s and its Affiliates’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the repayment of foregoing, provided that such accounts, agreements and arrangements will not become active or take effect until the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and Effective Time, (viii) taking such actions as may entering into one or more credit or other agreements on terms reasonably satisfactory to Parent in connection with the financing contemplated by the Debt Commitment Letter; provided that neither the Company nor any of its Affiliates shall be required to enter into any agreement that is not contingent upon the Closing (including the entry into any purchase agreement), and (ix) take all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit any cash and marketable securities the consummation of Cole the financing contemplated by the Debt Commitment Letter and the Cole Subsidiaries to be made available to finance, in part, direct borrowing or incurrence of all of the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that proceeds of the financing information pertaining to Cole and contemplated by the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain Debt Commitment Letter. Neither the Company nor any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, its Affiliates shall be required to pay any commitment or other similar fee or make incur any other payment liability in connection with the existing Indebtedness of Colefinancing contemplated by the Commitments prior to the Effective Time. None Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the representationsfinancing contemplated by the Commitments and any information utilized in connection therewith. Notwithstanding anything to the contrary, warranties or covenants the condition set forth in Section 6.3(b) of this Agreement, as it applies to the Cole Parties Company’s obligations under this Section 5.12, shall be deemed satisfied unless the financing contemplated by the Debt Commitment Letter (or any alternative financing) has not been obtained as a result of the Company’s willful and material breach of its obligations under this Section 5.12. The Company hereby consents to apply to, the use of its and its Affiliates’ logos in connection with the financing contemplated by the Commitments; provided that such logos are used solely in a manner that is not intended to or deemed breached reasonably likely to harm or violated bydisparage the Company or any of its Affiliates or the reputation or goodwill of the Company or any of its Affiliates. All non-public or otherwise confidential information regarding the Company and its Affiliates obtained by Parent or the Parent Representatives pursuant to this Section 5.12 shall be kept confidential by Parent in accordance with the Confidentiality Agreement. Notwithstanding the foregoing sentence, any of the actions contemplated by offering documents, private placement memoranda, bank information memoranda, prospectuses or other documents prepared pursuant to this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources5.12 shall contain such information as is customarily contained in documents for similar financing transaction.

Financing Cooperation. (a) Cole agrees The Company shall (and shall cause its Subsidiaries to) provide to Parent, and shall use commercially reasonable efforts to cause representatives of the Company and its Subsidiaries to provide such assistance (and to cause Parent, on a timely basis, all cooperation reasonably requested by Parent in connection with the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with arrangement by Parent or Merger Sub of any debt financing (provided that such requested cooperation does not unreasonably interfere with the “Debt Financing”ongoing business or operations of the Company or create a risk of damage or destruction to any property or assets of the Company) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, prior to the following: Closing Date (i) participation in, and reasonable assistance with, including the marketing efforts related to any such Debt Financing; (iiin connection therewith) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (ivpayments contemplated by Section 3.3(a) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Parent, including by (vi) taking furnishing Parent and its financing sources as promptly as reasonably practicable with such actions as are reasonably requested by Spirit or financial and other pertinent information regarding the Company and its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions Subsidiaries as may be reasonably requested by Spirit Parent (provided, that the Company shall not be required to prepare any financial statements or deliver any other financial information not prepared by the Company or its Financing Sources Subsidiaries in the Ordinary Course of Business), (ii) assisting with the preparation of materials for rating agency presentations, offering documents, offering circulars documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any debt financing by Parent, (iii) subject to confidentiality agreements reasonably acceptable to the repayment Company, using commercially reasonable efforts to permit Parent’s financing sources to conduct customary due diligence and evaluate the Company’s current assets, equipment, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the existing Indebtedness of ColeClosing (including providing sufficient access to allow such lenders (or their agents or representatives) to conduct field examinations and appraisals; provided, that Section 7.1 shall apply mutatis mutandis), (viiiv) causing its independent auditors furnishing Parent and Parent’s financing sources promptly with all documentation and other Representatives information required by any Governmental Body with respect to cooperate with any debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Debt Financing; PATRIOT Act, and in any event at least three (viii3) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries days prior to be made available to finance, in part, the Closing on to the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct extent requested in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, writing at least ten (10) days prior to the Closing, (v) arranging for customary pay off, discharge and termination at the Closing of all existing indebtedness of the Company or any of its Subsidiaries contemplated to be required paid off, discharged and satisfied and/or terminated at the Closing, (vi) facilitating the execution and delivery at the Closing of definitive documents related to pay any commitment debt financing, including the pledging of collateral and providing guarantees to Parent’s financing sources at the Closing and (vii) assisting Parent in the satisfaction of conditions precedent or similar fee satisfaction of other obligations set forth in any debt financing to the extent the satisfaction of such conditions or make any other payment obligations requires the cooperation of or is within the control of the Company or its Subsidiaries. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the existing Indebtedness syndication or marketing of Cole. None of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the representationsCompany, warranties its Subsidiaries or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcestheir marks.

Financing Cooperation. (a) Cole The Company agrees to use reasonable best efforts to provide such assistance (and to cause the Cole its Subsidiaries and its and their respective Representatives personnel, representatives and advisors to provide such assistance) with any debt financing (the “Debt Financing”) Financing and marketing efforts to current and prospective equity investors as is reasonably requested by SpiritIndustrea that is customary and in connection with the arrangement and consummation of the Debt Financing and the reduction or minimization of redemptions of Industrea Common Stock, as applicable. Such assistance shall include, but not be limited towithout limitation, the following: (i) participation inas promptly as reasonably practicable, and reasonable assistance withfurnishing Industrea, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit its Affiliates and its Financing Sources of any with financial and other pertinent information pertaining to Cole regarding the Company and the Cole its Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Industrea and specifically identified in the Debt Commitment Letters, (vii) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate assisting with the satisfaction on a timely basis preparation of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the repayment Debt Financing and otherwise reasonably cooperating with the marketing efforts of Industrea and Financing Sources for any portion of the existing Indebtedness Debt Financing, as applicable, including providing the business description to be contained therein and providing and executing customary authorization letters with respect thereto (it being understood and agreed that such documents shall contain customary language exculpating the Company and the Industrea Parties with respect to any liability related to the use of Cole; the contents thereof or any related marketing material by the recipients thereof), (iii) participating in a reasonable number of meetings, drafting sessions, due diligence meetings and presentations with prospective lenders and/or equity investors, and sessions with ratings agencies, in each case upon reasonable notice and at mutually agreeable dates and times (including a reasonable number of customary one-on-one meetings), (iv) delivering to Industrea the payoff letters contemplated by Section 3.2(d)(iii) and the Lien releases contemplated by Section 3.2(d)(xiii), (v) preparing and furnishing to Industrea and the lenders as promptly as practicable all Required Financial Information, (vi) delivering to Industrea, within the time periods specified in the Debt Commitment Letters all documentation and other information relating to the Company and its Affiliates required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information is requested by the lenders within the time periods specified in the Debt Commitment Letters, (vii) causing its independent auditors and other Representatives to cooperate cooperating with the Debt Financing; Financing Sources’ reasonable due diligence investigation and evaluation of the assets and properties of the Company and its Subsidiaries for the purpose of establishing collateral arrangements and otherwise reasonably facilitating the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing) (including obtaining for delivery at or immediately following the Closing the certificates representing equity interests constituting collateral) and (viii) taking such actions executing and delivering as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, (but not before) the Closing on definitive financing documents (which will not be effective before the Closing), including credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents (including intellectual property filings with respect to intellectual property constituting collateral) or documents (including a solvency certificate executed by the chief financial officer of the Company in the form attached to the Debt Commitment Letters and any customary backup officer’s certificate required for a legal opinion), to the extent reasonably requested by the Industrea Parties and otherwise using commercially reasonable efforts to facilitate the granting or perfection of collateral to secure any portion of the financings contemplated by the Debt Commitment Letters (or any permitted replacement thereof), including obtaining for delivery at or immediately following the Closing Dateany certificates representing equity interests constituting collateral. Cole will Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Company or any of its Affiliates upon the termination of this Agreement. The Company will, upon reasonable written request of Industrea, use its reasonable best efforts to provideupdate any Required Financial Information (to the extent it is available) to be included in any offering document to be used in connection with the Debt Financing to assist Industrea in ensuring that such Required Financial Information, and cause its Representatives to providewhen taken as a whole, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain as of the time provided, giving effect to any supplements, any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are made, therein not materially misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.

Financing Cooperation. (a) Cole agrees to provide such assistance (The Company shall use its reasonable best efforts to, and to shall cause the Cole its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited use their reasonable best efforts to, provide all cooperation in connection with the following: (i) participation in, and reasonable assistance with, arrangement of the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Spirit; Parent (vprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) taking such actions as are reasonably requested by Spirit or its Financing Sources participation in meetings, due diligence sessions, “road shows” and sessions with rating agencies, in each case, at times and locations to facilitate be mutually agreed upon, (ii) assisting Parent with the satisfaction on a timely basis preparation of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar customary documents required in connection with the repayment Debt Financing, (iii) to the extent not otherwise publically available, furnishing Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries (the “Required Information”), including financial statements, pro forma financial information, financial data, audit reports and other information of the existing Indebtedness type required by Regulation S-X or Regulation S-K under the 1933 Act and of Cole; type and form customarily included in a registration statement on Form S-1 (viior any applicable successor form) causing its independent auditors under the 1933 Act, (iv) obtaining accountants’ comfort letters and other Representatives to cooperate with the Debt Financing; legal opinions and (viiiv) taking such actions as may executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the chief financial officer of the Company (provided that (A) none of the letters, agreements, documents and certificates shall be required permit any cash executed and marketable securities of Cole and the Cole Subsidiaries delivered prior to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide(B) the effectiveness thereof shall be conditioned upon, to Spirit and its financing sources such information as may be necessary so that or become operative after, the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light occurrence of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Closing and (C) no personal or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties liability shall be deemed to apply toimposed on the officers, directors, management or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesemployees involved).

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing Date and subject to Section 6.14(c), the Company shall provide, and shall use reasonable best efforts to cause the Cole its Company Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is provide, on a timely basis, to Parent all cooperation reasonably requested by Spirit. Such assistance shall includeParent that is necessary and customary in connection with the Debt Financing, but not be limited toincluding the New Notes (as defined in the Debt Commitment Letter), or any replacement, amended, modified or alternative financing elected by Parent and including any financing to refinance (at Parent’s option) the Notes (collectively with the Debt Financing, the following“Available Financing”). Without limiting the generality of the foregoing, such cooperation and reasonable best efforts for purposes of this Section 6.14(a) in any event shall include to: (i) participation in, provide Parent and reasonable assistance with, the marketing efforts Financing Sources and their respective agents with (A) the financial statements and other financial information regarding the Company and the Company Subsidiaries identified in clauses (A) and (B) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) and (B) such financial information related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the pro forma financial statements identified in clause (C) of clause (iv) (notwithstanding the provisos of clause (iv)) of Exhibit D of the Debt Commitment Letter as of the date hereof (or any such Debt similar pro forma financial statements required in connection with any Available Financing) and specified in writing by Parent to the Company; provided that the Company and the Company Subsidiaries shall have no obligation to prepare or provide any pro forma financial statements or projections (all information required to be delivered pursuant to this clause (i) being referred to as the “Required Information”); (ii) participation participate (including by Cole’s making members of senior management with appropriate seniority and Representatives inexpertise, reasonably available to participate alongside senior management of Parent) in customary syndication and reasonable assistance withmarketing activities, including sessions with the preparation of rating agency presentations and meetings ratings agencies, in connection with rating agencies as may be requested by Spiritthe Available Financing; (iii) delivery to Spirit reasonably cooperate with the Financing Sources’ and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financingtheir respective agents’ customary due diligence; (iv) participation by Colereasonably cooperate with the marketing efforts for any portion of the Available Financing, including using its reasonable best efforts to assist the financing sources in involving the Company’s senior management existing lending and Representatives investment banking relationships in any syndication efforts in connection with the negotiationAvailable Financing; (v) assisting Parent in Parent’s preparation of customary bank information memoranda, execution lender presentations, offering memoranda, private placement memoranda (including under Rule 144A and/or Regulation S under the Securities Act), registration statements, prospectuses and delivery prospectus supplements under the Securities Act and other materials in connection with a syndicated bank financing, securities offering or other debt offering in connection with such Available Financing to the extent relating to the Company and the Company Subsidiaries; (vi) assist Parent with Parent’s preparation of pro forma financial statements and pro forma financial information; (vii) instruct its certified independent auditors to provide (x) consent to use of their reports in any Debt Financing materials relating to the Available Financing, including SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon in accordance with normal customary practice and (y) customary auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to the Company and the Company Subsidiaries in customary form; (viii) use reasonable best efforts to provide (including using reasonable best efforts to obtain such documents from its advisors) customary certificates and other customary closing documents as may be reasonably requested by SpiritParent or the Financing Sources; (vix) cause the taking such of corporate actions as are within the control of the Company reasonably necessary to permit the completion of the Available Financing; (x) to the extent necessary, use reasonable best efforts to facilitate the pledging of collateral and executing and delivering pledge and security documents (and any other documents or instruments required for the creation and perfection of security interests in the collateral securing the Available Financing) or other definitive financing documents reasonably requested by Spirit Parent or its the Financing Sources to facilitate (including guarantees and other deliverables), provided, however, that no obligation of the satisfaction on a timely basis Company or any of all conditions precedent to obtaining the Company Subsidiaries under any such Debt Financingagreement or instrument under this clause (x) shall be effective until the Closing Date; (vixi) taking all actions so long as may be such information is reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives Parent at least 10 Business Days prior to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will , use its reasonable best efforts to provide, and cause its Representatives at least five (5) Business Days prior to providethe Closing Date, to Spirit the Financing Sources all documentation and its financing sources such other information as may be necessary so that with respect to the financing information pertaining to Cole Company and the Cole Company Subsidiaries and reasonably requested by such Financing Sources that such Financing Sources reasonably determine is complete required by regulatory authorities under applicable “know your customer” and correct anti-money laundering rules and regulations, including the PATRIOT Act and (xii) provide to Parent such pertinent information reasonably requested by Parent, and update such information, describing the Company or its Subsidiaries to be used in all material respects and marketing or offering materials prepared in accordance with normal customary practice in connection with the Available Financing such that, after giving effect to such updates, (A) such information, when taken as a whole along with the Company Reports filed by the Company since January 1, 2014 through such date, does not and will not contain as of the time provided, any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein, therein not materially misleading in the light of the circumstances under which such statements were made and (B) the financial statements and other financial information included in such updated information and the Required Information are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior sufficiently current pursuant to Rule 3-12 under Regulation S-X to the Closingextent applicable and permit the Company’s independent auditors to issue a customary comfort letter, be required to pay any commitment or similar fee or make any other payment including customary “negative assurance” comfort (in connection accordance with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesnormal practices and procedures).

Financing Cooperation. (a) Cole agrees Notwithstanding anything to provide such assistance (the contrary in this Agreement and to the fullest extent permitted under applicable Law, except for (1) the right of Seller to seek and recover either (A) monetary damages from OpCo Purchaser (or the OpCo Purchaser Equity Investors pursuant to and in accordance with the terms of the OpCo Purchaser Limited Guarantee) in respect of any Losses of the Seller or any of its Related Parties up to the amount of the Maximum Liability Amount in the aggregate pursuant to the terms and conditions of this Section 29(a) (Limitation of Liabilities), (B) (i) the OpCo Regulatory Termination Fee (plus any interest thereon) and (ii) the Enforcement Costs, if when and as due, pursuant to Section 14(c)(iv), or (C) the reimbursement and indemnification obligations, if, when and as due pursuant to Section 5(i)(iv) (Financing Cooperation); provided that in no event shall amounts recoverable pursuant to (x) the foregoing clauses (A) or (C) be in excess of the Maximum Liability Amount and (y) the foregoing clause (B) be in excess of the Maximum Liability Amount, and in no event shall Seller or any of its Related Parties be entitled to recover any amounts pursuant to both of the foregoing clauses (A) and (B), (2) the rights of Seller under the OpCo Confidentiality Agreement, (3) the rights of Seller to specific performance to cause OpCo Purchaser to enforce the Cole Subsidiaries OpCo Purchaser Equity Commitment Letter in accordance with, and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited subject to, the following: terms and conditions thereof, (i4) participation inthe rights of Seller against each OpCo Purchaser Equity Investor under, if, as and reasonable assistance withwhen permitted pursuant to the terms and conditions of the OpCo Purchaser Limited Guarantee, (5) the rights of Seller to an injunction, specific performance or other equitable relief in accordance with Section 14(d) (Specific Performance), (6) from and after Closing, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment rights of the existing Indebtedness of Cole; Indemnified Parties relating to indemnification pursuant to Section 20 (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.Survival;

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Effective Time, the Company shall and shall cause its subsidiaries to, at Parent’s sole expense, cooperate, and shall use its reasonable best efforts to cause its respective officers, employees, representatives, auditors, and advisors, including legal and accounting advisors, to cooperate, in connection with the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (arrangement of the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritParent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of business of the Company and its subsidiaries), including: (i) participation in meetings, drafting sessions, rating agency presentations, due diligence sessions, and “road show” and other customary marketing presentations; (ii) furnishing in writing any financing sources as promptly as practicable with pertinent information regarding the Company and its subsidiaries as is reasonably requested in connection with the Debt Financing; (iii) assisting any financing sources in the preparation of (A) one or more customary offering documents, information memoranda and/or documents to be filed with the SEC in connection with the Debt Financing and (B) materials for rating agency presentations; (iv) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral; (v) taking such actions as are all reasonably requested by Spirit or its Financing Sources required corporate actions, subject to facilitate the satisfaction on a timely basis consummation of all conditions precedent the Mergers, to obtaining such permit the consummation of the Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit providing authorization letters to any financing sources authorizing the distribution of information to prospective lenders and containing customary representation to the arranger of any financing that the information contained in any offering document or its Financing Sources in connection with information memorandum relating to the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Company and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and subsidiaries does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are they were made, not misleading; (vii) cooperating reasonably with the financing sources; due diligence of the Company and its subsidiaries, to the extent customary and reasonable. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary Parent shall, prior to promptly upon termination of this Agreement, reimburse the Closing, be required to pay any commitment or similar fee or make any other payment Company for all reasonable out-of-pocket expenses and costs incurred in connection with the existing Indebtedness of Cole. None of the representations, warranties Company’s or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by its Affiliates’ obligations under this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources7.11.

Financing Cooperation. (a) Cole agrees EchoStar shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by SpiritDISH in connection with financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) as DISH may reasonably determine necessary or advisable in connection with the completion of the Merger or the other transactions contemplated by this Agreement. Such assistance shall include, but not be limited to, the following: (ia) providing such information and making available such personnel as DISH may reasonably request, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accounting firm for EchoStar as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722)) and all information regarding EchoStar and its Subsidiaries reasonably required for DISH to prepare pro forma financial statements, financial data, audit reports and other information regarding EchoStar and its Subsidiaries of the type required by and in compliance with Regulation S-X and Regulation S-K promulgated under the Securities Act and related forms; (b) participation in, and reasonable assistance with, the any marketing efforts activities related to any such Debt Financing; financing; (iic) participation by Cole’s senior management and Representatives of EchoStar in, and reasonable their assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; agencies; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (vd) taking such actions as are reasonably requested by Spirit DISH or its Financing Sources financing sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; financing; and (viiie) taking such actions as may be required permit assisting in any cash and marketable securities of Cole and exchange transactions or consents with respect to the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingEchoStar Indentures. Notwithstanding the foregoing, none of Cole EchoStar and its Subsidiaries shall not be required pursuant to this Section 4.19 to (1) enter into any letter, certificate, document, agreement or any Cole Subsidiary shall, instrument (other than customary authorization and representation letters and notices) that will be effective prior to the ClosingClosing (or that will otherwise be effective if the Closing does not occur), (2) take any action to the extent it would unreasonably disrupt the business or operations of EchoStar and the EchoStar Subsidiaries (taken as a whole) or require any of them to take any actions that would reasonably be expected to violate any applicable Legal Requirement, any Contract or their respective Organizational Documents, (3) provide any information to the extent such information would not be required to pay be provided pursuant to Section 4.8(a), (4) take any commitment actions, or similar fee omit to take an action, that would reasonably be expected to result in any personal liability for the directors, officers, employees or stockholders of EchoStar or any of its Subsidiaries, (5) provide any information that cannot be provided without unreasonable burden or expense or (6) take any action, or omit to take an action, that would reasonably be expected to cause any representation, warranty or covenant in this Agreement to be breached by EchoStar or any of its Subsidiaries (unless waived by DISH) or cause any closing condition set forth in Article V to fail to be satisfied. EchoStar hereby consents to DISH’s use of and reliance on any audited or unaudited financial statements relating to EchoStar and the consolidated EchoStar Subsidiaries, including any filings that DISH desires to make any other payment in connection with the existing Indebtedness SEC. In addition, EchoStar will use reasonable best efforts, at DISH’s sole cost and expense, to obtain the consents of Cole. None any auditor to the inclusion of the representations, warranties or covenants of financial statements referenced above in appropriate filings with the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesSEC.

Financing Cooperation. (a) Cole agrees Subject to provide such assistance Section 7.13(b) and (and c), prior to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited toClosing, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will Company shall use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Representatives to Subsidiaries and their officers, employees, consultants and advisors, including legal and accounting advisors to, provide, at Parent’s sole cost and expense, to Spirit and its financing sources such information Parent all cooperation as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment reasonably requested by Parent in connection with the existing Indebtedness Debt Financing, including (i) participation by senior management in a reasonable number of Cole. None meetings, presentations, and due diligence sessions at times and locations mutually agreed and reasonably coordinated in advance thereof, (ii) reasonably assisting with the preparation of materials (to the extent relating to the Company and its Subsidiaries) for rating agency presentations, information and offering memoranda, lender presentations, and similar marketing documents to be used in connection with the Debt Financing, including customary comfort and authorization letters, and such information and data related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the financial statements and information identified in paragraph 6 of Exhibit C of the representationsDebt Commitment Letter or otherwise required in connection with the Debt Financing, warranties or covenants (iii) assisting in the preparation of definitive financing documents, as may be reasonably requested by Parent, (iv) facilitating the pledging of collateral for the Debt Financing, (v) obtaining customary payoff letters, lien terminations and instruments of discharge in respect of the Cole Parties payoff, discharge and termination on the Closing Date of all obligations under the Company Credit Agreement, including releases of liens relating thereto, in each case as reasonably requested by Parent, (vi) using commercially reasonable efforts to ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (vii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent to the extent reasonably requested by Parent, (viii) as promptly as practicable after reasonable request therefor, furnishing the Financing Sources with reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries required by bank regulatory authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011 and (ix) cooperating with Parent to satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Parent and within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Company and its Subsidiaries that are made available to Parent after the date of this Agreement are prepared in good faith. The Company consents to the use of its logos in connection with the Debt Financing; provided that such logos shall be deemed used solely in a manner that is not intended or reasonably likely to apply toharm, disparage or deemed breached otherwise adversely affect the Company or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesSubsidiaries.

Financing Cooperation. (a) Cole agrees Subject to provide such assistance Section 7.14(b), (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistancec) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries d), prior to be made available to finance, in part, the Closing on the Closing Date. Cole will , the Company shall use its reasonable best efforts to provide, and shall use reasonable best efforts to cause its Subsidiaries and its and its Subsidiaries Representatives to provide, at Parent’s sole cost and expense, to Spirit and its financing sources Parent such information cooperation as may reasonably be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment requested by Parent in connection with the existing Indebtedness Debt Financing including, without limitation, (i) participation, upon reasonable advance notice, by senior management in a reasonable number of Cole. None meetings, presentations, sessions with rating agencies, drafting sessions and due diligence sessions at times and in locations reasonably acceptable to the Company, (ii) furnishing Parent and its Representatives with all Financing Information and, to the extent reasonably available to the Company, other financial and other material information not otherwise available to Parent relating to the Company and its Subsidiaries, including any such customary information contemplated by the Debt Commitment Letter to be delivered after the date of this Agreement, as is necessary or customary and as may be reasonably requested in connection with the Debt Financing, in each case, as and when it becomes available (in the case of the representationsFinancing Information, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or times required by the Debt Commitment Letter), (iii) reasonably assisting Parent and its Financing Sources (to the extent relating to the Company and its Subsidiaries) in the preparation of customary rating agency presentations, syndication documents and materials, information memoranda, lender presentations and similar marketing documents to be used, in connection with the Debt Financing, including providing customary authorization letters related thereto, (iv) assisting in the preparation of definitive financing documents, as may be reasonably requested by Parent, (v) facilitating the pledging of collateral for the Debt Financing, (vi) using commercially reasonable efforts to obtain such material consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Debt Financing and collateral arrangements, including, without limitation, customary payoff letters, releases of liens, instruments of termination or discharge, legal opinions, surveys and title insurance, (vii) using commercially reasonable efforts to ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (viii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent, (ix) to the extent reasonably requested by Parent, subject to customary confidentiality agreements, cooperate with reasonable due diligence requests from the Financing Sources., including as promptly as practicable after reasonable request thereof, furnishing the Financing Sources with reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries required by bank regulatory

Financing Cooperation. (a) Cole agrees Prior to and until the Closing, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries, Affiliates, respective officers and directors, employees and agents to, at Parent’s sole cost and expense, provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as customary cooperation that is reasonably requested by Spirit. Such assistance shall Parent or Merger Sub to assist Parent and Merger Sub in connection with causing the conditions to the Financing to be satisfied or as is otherwise reasonably requested by Parent or Merger Sub in connection with Parent’s efforts to obtain the Financing and is customarily required for debt financings similar to the Financing, which cooperation may include, but not be limited to, the following: (i) participation infurnishing, or causing to be furnished to, Parent, Merger Sub and/or its Debt Financing Sources the Required Information (it being understood that the Company shall have no responsibility for preparing any pro forma financial statements) and reasonable assistance withall other customary pertinent financial, business and other information regarding the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit Company and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Parent, (vii) taking such actions as are causing members of senior management of the Company to participate in a reasonable number of lender meetings, lender presentations, due diligence sessions (including accounting due diligence sessions), road shows, drafting sessions and rating agency meetings, in each case, upon reasonable advance notice, at mutually agreed locations and times (including by electronic means), (iii) providing reasonable assistance to Parent in its preparation of customary rating agency presentations, lender and investor presentations, offering memoranda, customary bank information memoranda and similar documents reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources required in connection with the repayment Debt Financing (including by reasonably assisting in the preparation of such materials that do not include material non-public information), in each case, solely with respect to information relating to the Company (to the extent related to its business) and its Subsidiaries, (iv) delivering information and documentation related to the Company and its Subsidiaries that is required by the Debt Commitment Letter (or any successor provision thereof) and reasonably requested by Parent or the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the USA PATRIOT Act, which information shall be provided no later than two (2) Business Days prior to the Closing Date, (v) cooperating with the Financing Sources’ due diligence, to the extent reasonably requested in connection with the Financing, (vi) to the extent required by the Financing Sources, executing and delivering customary authorization letters to the Financing Sources, to the extent such customary authorization letters (or the bank information memoranda in which such letters are included) include language that exculpates the Company, each of its Subsidiaries and their respective Representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the existing Indebtedness of Cole; information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith, (vii) causing its independent auditors providing reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including indentures, loan agreements, guarantees, collateral agreements, hedging arrangements, payoff letters and release agreements, customary officer’s certificates and corporate resolutions or other Representatives corporate actions, as applicable) as may reasonably be requested by Parent or Merger Sub and subject to cooperate the occurrence of the Closing, (viii) provide reasonable and customary assistance with facilitating the pledging of collateral (including possessory collateral) in connection with the Debt Financing; , including executing and delivering any customary pledge and security documents or other customary definitive security documents, (ix) taking all reasonable actions necessary to permit the Debt Financing Sources to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies, and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing, and (viiix) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its using reasonable best efforts to provide, and cause its Representatives supplement the Required Information on a reasonably current basis to providethe extent that any Required Information, to Spirit the Knowledge of the Company, when taken as a whole and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading. Notwithstanding ; provided, that the foregoing, none of Cole requested cooperation shall not (A) require the Company or any Cole Subsidiary shallof its Subsidiaries or their respective Representatives to (i) execute, deliver, enter into, approve or perform any agreement, commitment, certificate, document or instrument (excluding any customary authorization letters described in clause (vi) above), or modification of any agreement, commitment, document or instrument, in each case, that would be effective prior to the ClosingEffective Time, (ii) deliver or cause the delivery of any legal opinions, (iii) deliver or cause the delivery of any reliance letters or any certificate as to solvency or any other certificate in connection with the Debt Financing, in each case that would be required effective prior to the Effective Time, (iv) adopt any resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, in connection with the Debt Financing or the incurrence of indebtedness thereby, in each case, that would be effective prior to the Effective Time, (v) pay any commitment or other similar fee fee, incur or make reimburse any costs or expenses or incur any other payment liability or obligation of any kind or give any indemnities in connection with the existing Indebtedness of Cole. None Debt Financing, including under any certificate, agreement, arrangement, document or instrument related thereto, in each case, that would be effective prior to the Effective Time or (vi) prepare stand-alone financial statements for any Subsidiaries of the representationsCompany or prepare financial statements which the Company has not historically prepared, warranties (B) require the Company or covenants any of the Cole Parties shall be deemed its Subsidiaries to apply totake any action that will conflict with or violate its organizational documents or any Laws or result in a material breach of, or deemed breached default under, any Company Material Contract (other than any Company Material Contract being entered in contemplation hereof) or violated by, otherwise breach any of the actions contemplated by Company’s representations, warranties, covenants or agreements under this Agreement, (C) require the Company or any of its Subsidiaries to enter into or approve any binding commitment prior to the Effective Time, or (D) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. In the event this Agreement is terminated pursuant to Section 7.1, Parent shall promptly (and in any event within three (3) Business Days of delivery of documentation evidencing such cost and expenses) reimburse the Company for any out-of-pocket reasonable and documented expenses and costs (including reasonable outside attorneys’ fees and disbursements) incurred in connection with the Company’s or its Affiliates’ or Representatives’ obligations under Section 5.10 or this Section 7.18 5.11 and shall indemnify and hold harmless the Company, its Affiliates and their respective representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) suffered or incurred by any action of them as a result of, or in connection with, (1) such cooperation or any other actions taken by any Cole Party of them at the request of Spirit Parent or Merger Sub pursuant to this Section 5.11, (2) the Financing, and (3) any information used in connection with the Financing (except with respect to written information provided by the Company or any of its Affiliates specifically for inclusion in offering materials relating to the Financing), except, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) arose from the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective Affiliates or representatives. The reimbursement and indemnification obligations of Parent set forth in this Section 5.11 are referred to, collectively, as the “Reimbursement Obligations”, which shall in no event exceed the Cap. Any offering materials, presentations, bank information memoranda and other documents prepared by or on behalf of or utilized by Xxxxxx, Merger Sub or their Affiliates, or Parent’s or Merger Sub’s Debt Financing SourcesSources Related Parties, in connection with Parent’s financing activities in connection with the transactions contemplated hereby, which include any information provided by the Company or any of its Affiliates or Representatives, including any offering memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection with any Debt Financing, shall include a conspicuous disclaimer to the effect that none of the Company or any of its Subsidiaries or their respective Affiliates or any of their or their Affiliates’ respective Representatives nor any employees thereof have any responsibility for the content of such document and disclaim all responsibility therefor (other than, in all cases, those responsibilities arising from, directly or indirectly, the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective Affiliates or Representatives) and shall further include a disclaimer with respect to the Company and its Subsidiaries and their respective Affiliates and their and their Affiliates’ respective Representatives in any oral disclosure with respect to such financing, in each case, including any liability in connection with the unauthorized use by the recipients thereof of the information set forth in such document or oral disclosure. 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 the ordinary course as is customary for such purpose and in a manner that is not intended, or reasonably likely, to harm, disparage or otherwise adversely affect the Company, any of its Subsidiaries or their reputation or goodwill. Notwithstanding anything herein to the contrary, (i) the condition set forth in Section 6.2(b), as it applies in respect of the Company’s obligations under this Section 5.11, shall be deemed satisfied unless the Company has knowingly and willfully breached its obligations under this Section 5.11 and which such breach directly resulted in Parent not being able to obtain the Debt Financing and (ii) in no event shall the Company be deemed to have breached its obligations hereunder in the event Parent does not prepare any pro forma financial information.

Financing Cooperation. (a) Cole agrees During the Interim Period, the Company shall, and shall cause the Company Subsidiaries to, and shall cause its and their Representatives to, use reasonable best efforts to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) cooperation as is reasonably requested by Spirit. Such assistance shall includeParent in connection with the Company Debt Agreements (including assumptions, but not be limited toguarantees, amendments and restatements, supplements, modifications, refinancings, waivers, reaffirmations, replacements, repayments, terminations or prepayments of the Company Debt Agreements, an amendment or the amendment and restatement of the Company Credit Facility by the Term Lenders (as defined in the Company Credit Facility), the following: Administrative Agent (ias defined in the Company Credit Facility) participation inand any other applicable parties, to permit the Mergers and reasonable assistance withthe other transactions contemplated hereby and make any other changes to the Company Credit Facility then in effect that Parent reasonably determines necessary or advisable in connection with the completion of the Mergers and the other transactions contemplated hereby, including an amendment to permit the transfer of the rights and obligations of the Borrower (as defined in the Company Credit Facility) under the Company Credit Facility in connection with the Mergers (such amendment or amendment and restatement, the marketing efforts related to any such Debt Financing; (ii“Company Credit Facility Amendment”)) participation by Cole’s senior management and Representatives inas Parent may reasonably determine necessary or advisable in connection with the completion of the Mergers or the other transactions contemplated hereby, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries including timely taking all corporate action reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in authorize the negotiation, execution and delivery of any Debt Financing documents as may to be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit entered into prior to or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment Closing in respect of the existing Indebtedness of Cole; (vii) causing its independent auditors Company Debt Agreements and delivering all officer’s certificates, solvency certificates, legal opinions and any other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be agreements, documents, instruments or certificates required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to financedelivered or reasonably necessary or desirable in connection thereof; provided, in parthowever, the Closing on the Closing Date. Cole will that Parent shall use its reasonable best efforts to provideprovide the Company with notice of any such needed information or action as soon as reasonably practicable; provided, further, that any arrangements, guarantees, amendments, amendment and cause its Representatives restatements, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions or documents entered into pursuant to providethis Section 7.19(a) shall only be effective at or immediately prior to the Company Merger Effective Time (other than any (i) notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Company Merger Effective Time, including, for the avoidance of doubt, any notice of prepayment and/or commitment reduction, as applicable, with respect to Spirit and its financing sources such information the Revolving Commitments (as defined in the Company Credit Facility, as may be necessary so that amended, restated, amended and restated, supplemented or otherwise modified from time to time) and/or the financing information pertaining Company Private Placement Notes or (ii) any amendment to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement Company Private Placement Notes relating to notice of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light prepayment of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesdebt issued thereunder).

Financing Cooperation. (ai) Cole The Company agrees to provide such assistance (to, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives representatives to, provide to provide Parent and Merger Sub, at Parent’s sole expense, such assistance) with any debt financing (the “Debt Financing”) as is cooperation reasonably requested by Spirit. Such assistance Parent in connection with the arrangement of the Financing (which for purposes of this Section 7.14 shall includebe deemed to include the Alternative Financing), but not be limited toincluding, the following: without limitation, (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (iiA) participation by Cole’s senior management officers and Representatives inemployees of the Company in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and reasonable assistance withsessions with prospective lenders, the preparation of rating agency presentations investors and meetings with rating agencies as may be requested by Spirit; ratings agencies, (iiiB) delivery to Spirit (1) furnishing Parent and its Financing Sources as promptly as practicable with (x) audited consolidated balance sheets as of October 2, 2009 and October 1, 2010 and related audited statements of income, stockholders’ equity and comprehensive income and cash flows of the Company and its Subsidiaries, for each of the years in the three-year period ended October 1, 2010, no later than December 15, 2010 and (y) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries, for each fiscal quarter ended after the date hereof but at least forty (40) days before the Closing Date, and comparable prior year periods, no later than such unaudited financial information is required to be filed by the Company under the Exchange Act (without giving effect to any extension period), and (2) furnishing all financial statements, business and other financial data, audit reports and other information regarding the Company and its Subsidiaries of the type and for the time periods that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of debt securities of the Company (provided that Parent shall be responsible for the preparation, with the assistance of the Company and its independent accountants, of pro forma financial statements), to the extent the same is of the type and form customarily included in an offering memorandum, private placement memorandum, and similar documents for private placements of high-yield bonds under Rule 144A promulgated under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified, except to the extent set forth in Section 1.1 of the Company Disclosure Letter), or otherwise necessary to receive from the Company’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum (all such information in this clause (B), collectively, the “Required Information”), (C) assisting Parent and Merger Sub and the Financing Sources in the preparation of any financial offering documents, lender and investor presentations, rating agency presentations, marketing materials, private placement memoranda, bank information pertaining to Cole and memoranda (including the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt customary representation and authorization letters) and similar documents for the Financing (all such documents and materials, the “Offering Documents”), (D) assisting in negotiation of definitive documents as may be reasonably requested by Spirit; Parent, (vE) taking entering into such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining definitive financing documents and such Debt Financing; (vi) taking all actions other customary documents as may be reasonably requested by Spirit Parent, including officers certificates and a certificate of the chief financial officer of the Company with respect to solvency matters and including requesting customary legal opinions from outside counsel; provided that no obligation of the Company or any Subsidiaries of the Company under any agreement, document or pledge shall be operative until the Effective Time, (F) facilitating the pledging of collateral (including entering into mortgages and leasehold mortgages and all other documentation reasonably required for any real property related financing, if reasonably requested) and removal of Liens, provided that no pledge or removal of Liens shall be operative until the Effective Time, (G) cooperating to permit the prospective lenders involved in the Financing to evaluate and assess the assets of the Company and its Subsidiaries for the purpose of establishing collateral arrangements to the extent customary and reasonable, (H) obtaining assistance and cooperation of its accountants, including participating in a reasonable number of drafting and accounting due diligence sessions and providing consents for the use of their reports in materials related to the Financing or Alternative Financing and comfort letters, and providing such accountants with any documentation requested by them in connection therewith, (I) using reasonable best efforts to obtain surveys, consents, approvals, authorizations, environmental assessments and title insurance (including by providing such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Parent, (J) adopting all customary Company Board resolutions and consents, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing, (K) obtaining customary payoff letters, Lien terminations and customary instruments of discharge and termination in full of all indebtedness and Liens, as reasonably requested, (L) using reasonable best efforts to assist Parent in obtaining corporate and facilities ratings for the Debt Financing, and (M) furnishing Parent and the Financing Sources promptly, and in any event at least five (5) days prior to the Closing Date, with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking provided that such actions as may be required permit any cash and marketable securities of Cole and logos are used in a manner that is not intended to harm or disparage the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact Company or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.their marks;

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, each Seller shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Cole Subsidiaries Company Group and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) Company Group’s representatives to, cooperate as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: Buyer (iincluding by providing reasonable access (subject to execution of non-disclosure and confidentiality agreements reasonably acceptable to Parent) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by ColeBuyer’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents prospective financing sources as may be reasonably requested necessary to evaluate the Business) in connection with any equity, debt or other financing sought by Spirit; (v) taking such actions as are reasonably requested by Spirit Buyer or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources Affiliates in connection with the repayment transactions contemplated by this Agreement (the “Financing”) (it being acknowledged and agreed by Buyer that, notwithstanding anything to the contrary in this Agreement, the receipt of such Financing is not a condition to the consummation of any of the transactions contemplated by this Agreement), including (i) upon reasonable prior notice, participating in a reasonable number of meetings, presentations and due diligence sessions, (ii) assisting with the preparation of customary materials for syndication documents, (iii) using commercially reasonable efforts to cause its independent accountants to provide assistance and cooperation to Buyer (subject to execution of non-reliance, non-disclosure and confidentiality agreements reasonably acceptable to such independent accountants), (iv) cooperating in connection with the repayment, discharge or defeasance of any existing Indebtedness of Cole; the Business and the Company Group prior to or at the Closing, including by obtaining customary payoff, discharge or defeasance or similar letters and other instruments of termination and discharge reasonably requested by Buyer, (v) executing and delivering any definitive financing documents to the extent reasonably requested by Buyer, provided, however, that no such documents or agreements shall be effective prior to the Closing, (vi) assisting Buyer in obtaining corporate and facilities ratings for the Financing and (vii) causing its independent auditors furnishing Buyer and any lenders involved with the Financing with all documentation and other Representatives information required by any Governmental Authority with respect to cooperate with the Debt Financing; Financing under applicable “know your customer” and (viii) taking such actions as may be required permit any cash anti-money laundering rules and marketable securities of Cole and regulations, including the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingPATRIOT Act. Notwithstanding the foregoing: (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Business as currently conducted by the Company Group, none (B) the Company Group shall not be required to (1) pay any commitment or other similar fee in connection with the Financing prior to the Closing or (2) incur any other Liability in connection with the Financing prior to the Closing, in each case, for which the Company Group is not entitled to reimbursement and indemnification by Buyer pursuant to the last sentence of Cole this Section 5.11, (C) no personal liability shall be imposed on any of the officers, employees and representatives of the Company Group in connection with the Financing and (D) the Company Group shall not be required to enter into or approve any Financing or any Cole Subsidiary shalldefinitive agreement or enter into any instrument, document or certificate for the Financing that would be effective prior to the Closing. Buyer shall (I) promptly upon request by the Sellers, reimburse the Sellers for all reasonable and documented out-of-pocket fees and expenses of the Sellers and their respective Affiliates (including, prior to the Closing, be required to pay any commitment or similar fee or make any other payment the Company Group) and all reasonable and documented fees and expenses of their outside representatives incurred in connection with such requested cooperation, and (II) indemnify and hold harmless the existing Indebtedness Sellers and their respective Affiliates (including, prior to the Closing, the Company Group), and their respective officers, employees and representatives, against any claim, Loss, damage, interest, injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of Cole. None investigation), expense (including reasonable fees and expenses of outside representatives) or settlement payment incurred as a result of such cooperation and any information utilized in connection therewith (including any claim by or with respect to any such lenders, prospective lenders, agents and arrangers and ratings agencies), it being understood that no such fees, expenses, claims, Losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by the representationsSellers or their Affiliates (including, warranties or covenants of prior to the Cole Parties shall be deemed Closing, the Company Group) pursuant to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by 5.11 shall constitute Transaction Expenses for any action taken by any Cole Party at the request of Spirit or its Financing Sourcespurpose hereunder.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (Closing, Seller shall use its reasonable best efforts to, and to shall cause the Cole Subsidiaries its Affiliates and its and their respective Representatives to provide such assistance) use their reasonable best efforts to reasonably cooperate in connection with Purchaser’s arrangement of any debt financing (for the “Debt Financing”) as is reasonably requested transactions contemplated by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents this Agreement as may be reasonably requested by Spirit; Purchaser at Purchaser’s sole expense, including (va) taking such actions as are reasonably requested participation in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and road shows (it being understood that no participation by Spirit any director of Seller or its Financing Sources to facilitate the satisfaction on a timely basis Affiliates or any officer of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit Seller or its Financing Sources Affiliates (other than officers of the Company and the Transferred Subsidiaries) shall be required in any such meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders in connection with the repayment of the existing Indebtedness of Cole; Purchaser Financing), (viib) causing as promptly as reasonably practicable, furnishing Purchaser, its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Affiliates and its financing sources such information as may be necessary so that (subject to the financing sources being bound by confidentiality agreements in accordance with customary market practice) with the financial information pertaining to Cole required by clause (g) of Exhibit C of the Financing Commitment as in effect on the date hereof (the “Financing Commitment Required Information”) and such other information regarding the Company and the Cole Transferred Subsidiaries is customarily included in information memoranda and other syndication materials for revolving and term loan facilities but excluding, for the avoidance of doubt, any pro forma financial statements, including providing consolidated financial statements for the Company and the Transferred Subsidiaries as of and for the year ended December 31, 2014 no later than February 15, 2015, (c) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt to be raised to complete the transactions contemplated hereby, (d) assisting with the preparation of customary materials, including information memoranda and correct in all material respects packages, lender and does not investor presentations, rating agency presentations, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinsimilar documents and materials, in connection with the light financing, (e) facilitating the pledging of collateral in connection with the Purchaser Financing (which shall only be effective at or after Closing) and (f) the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates of documents in connection with the Purchaser Financing. None of Seller, its Affiliates or its or their Representatives shall have any liability or obligation under any agreement or any document related to Purchaser’s financing or be required to take any action in violation or conflict with any applicable Laws, and Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates, and their respective Representatives, from and against any and all Losses suffered or incurred by them (including attorneys’ and other fees and expenses as incurred) in connection with the performance of its obligations under this Section 7.18 or in connection with the arrangement of the circumstances under which Purchaser Financing except in the event such statements are madeLosses arose out of or resulted from the willful misconduct of any such persons or historical information relating to the Company or the Transferred Subsidiaries provided in writing by or on behalf of Seller, not misleadingthe Company or the Transferred Subsidiaries for use in the Purchaser Financing offering materials, and this indemnification shall survive termination of this Agreement. Notwithstanding Purchaser shall promptly, upon request by Seller, reimburse Seller for all costs and expenses (including attorneys’ fees) incurred by Seller or its Affiliates (including the foregoingdocumented out-of-pocket Company and the Transferred Subsidiaries) in connection with the cooperation contemplated by this Section 7.18. For the avoidance of doubt, (x) nothing in this Section 7.18 shall require any cooperation to the extent that it would unreasonably interfere in any material respect with the business or operations of Seller or its Affiliates (including the Company and the Transferred Subsidiaries), (y) none of Cole Seller or any Cole Subsidiary shall, prior to its Affiliates (including the Closing, Company and the Transferred Subsidiaries) shall be required to pay any commitment or other similar fee or make incur any other payment liability or obligation in connection with the existing Indebtedness Purchaser Financing and (z) none of Cole. None of Seller or their respective Affiliates (including the representations, warranties or covenants of Company and the Cole Parties Transferred Subsidiaries) shall be deemed required to apply toexecute or deliver any document, including any agreement, instrument, guaranty, warranty, indemnity or deemed breached certificate, that is not contingent upon the Closing or violated bythat would be effective prior to Closing. All non-public information identified as such regarding Seller and its Affiliates provided to Purchaser, any of the actions contemplated by its Affiliates or its Representatives pursuant to this Section 7.18 shall be kept confidential by them in accordance with Section 7.11, except for disclosure to potential lenders or by investors as required in connection with the Purchaser Financing subject to customary confidentiality provisions. For the avoidance of doubt, Purchaser’s obtaining of any action taken by any Cole Party at debt financing shall not be a condition to the request of Spirit or its Financing SourcesClosing.

Financing Cooperation. (a) Cole agrees The Company shall use reasonable best efforts to, and shall cause its Subsidiaries to provide such assistance (use reasonable best efforts to, and shall use reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to to, provide such assistance) with any debt financing (the “Debt Financing”) cooperation as is reasonably requested by Spirit. Such assistance Parent, is necessary in connection with the Debt/Preferred Equity Financing and customarily provided for borrowers or issuers in financings of the type contemplated by the Debt Commitment Letter (or permanent take-out financing incurred in lieu of the bridge facility contemplated under the Debt Commitment Letter) or the Preferred Equity Commitment Letter, as applicable (it being understood and agreed that such information shall includenot include any information customarily delivered by an investment bank, but not be limited toagent bank or lender in the preparation of such bank information memoranda or similar documents), the following: including reasonable best efforts in (i) participation in, furnishing to Parent (A) the Required Information and reasonable assistance with, (B) such other pertinent and customary financial and other information regarding the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit Company and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritParent; provided that, in the case of this clause (B), the Company shall not be obligated to furnish any Excluded Information; (ii) prior to and during the Marketing Period, upon reasonable prior written notice and at reasonable times, cause members of management (with appropriate seniority) to participate in a reasonable number of meetings (in each case, which may be held via conference call), drafting sessions, rating agency presentations and due diligence presentations (including accounting due diligence sessions), presentations, “road shows” and sessions with prospective financing sources and investors, in each case at times and locations to be mutually agreed; (iii) in advance of and prior to the closing of the Marketing Period, providing reasonable assistance to Parent and its Debt/Preferred Equity Financing Sources in the preparation of customary bank information memoranda, lender or investor presentations, rating agency presentations, offering memoranda or private placement memoranda and other customary marketing materials in connection with the Debt/Preferred Equity Financing (collectively, the “Marketing Material”) including delivering upon request of Parent prior to the commencement of the marketing of the Debt/Preferred Equity Financing (A) customary executed authorization letter to accompany customary Marketing Materials regarding the material accuracy of information contained in such Marketing Materials with respect to the Company and its Subsidiaries and, with respect to any “public version” of such Marketing Materials, the lack of material non-public information with respect to the Company and its Subsidiaries therein and (B) customary executed management representation letters and CFO certificates with respect to the financial information included in the Marketing Materials for bond offerings; (iv) causing the Company’s auditors to provide customary comfort letters (including “negative assurance” comfort) with respect to historical financial information of the Company included in any offering memoranda with respect to any non-convertible high yield debt securities included in the Debt Financing issued on a “Rule 144A for life” basis; (v) taking assisting in the preparations for the pledging of collateral, including possessory collateral (it being understood that no such actions as are reasonably requested by Spirit pledging of collateral will be effective until at or its after the Closing), facilitating the obtaining of guarantees, and assistance in the preparation of any definitive financing documents and other matters ancillary to the Debt Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit Parent, including by providing information for the completion of any schedules or its certificates thereto; (vi) at least four (4) Business Days prior to the Closing Date, to the extent requested by Parent on behalf of the Debt/Preferred Equity Financing Sources in connection with no later than ten (10) Business Days prior to the repayment Closing Date, timely furnishing such documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of the existing Indebtedness of Cole2001, including beneficial ownership certificates; (vii) causing its independent auditors and providing reasonable assistance to facilitate at (but not prior to) the Closing the release of liens on assets of the Company (other Representatives to cooperate with than Permitted Liens) that are collateral for the Debt Financing; and , (viii) taking such actions as may be required permit assisting Parent in obtaining any cash corporate or facility ratings from any ratings agencies contemplated by the Debt/Preferred Equity Financing and marketable securities (ix) executing and delivering prepayment notices within the time periods contemplated by the Credit Agreement. The Company hereby consents to the use of Cole and the Cole Subsidiaries to be made available to finance, in part, logos of the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Company and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties such Debt/Preferred Equity Financing; provided that such logos shall be deemed used solely in a manner that is not intended or reasonably likely to apply toharm, disparage or deemed breached otherwise adversely affect the Company and/or its Subsidiaries or violated by, any of the actions contemplated by this Section 7.18 their reputation or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesgoodwill.

Financing Cooperation. (a) Cole agrees Subject to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shallSection 6.11(a), prior to the Closing, the Company shall and shall cause its Subsidiaries to, at Parent’s sole expense, provide reasonable cooperation that is necessary and customary in connection with Parent’s efforts (a) to obtain the Bridge Debt Financing, including, at the reasonable request of Parent, (i) furnishing, or causing to be furnished, to Parent and its Debt Financing Sources in respect of the Bridge Debt Financing such customary financial and other information with respected to the Company and its Subsidiaries as Parent shall reasonably request in order to consummate the Bridge Debt Financing (provided, however, that there shall be no obligation to prepare any financial statements, reports or other information or documents other than such financial statements and reports prepared by the Company and/or its Subsidiaries in the ordinary course of business), (ii) participating in a reasonable number of lender meetings, lender presentations, due diligence sessions and rating agency meetings, in each case, upon reasonable advance notice and at mutually agreed times, (iii) providing reasonable assistance to Parent in its preparation of rating agency presentations, customary bank information memoranda and similar documents reasonably and customarily required in connection with the Bridge Debt Financing, in each case, solely with respect to information relating to the Company and its Subsidiaries, (iv) delivering information and documentation requested in writing by the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (v) using reasonable efforts to obtain a customary payoff letter, and lien terminations and other customary documentation to allow for the payoff, discharge and termination of the Company’s existing credit facilities contemplated in Section 6.13 and (b) if reasonably requested by Parent, to obtain any consents, waivers and/or amendments required or reasonably desirable under the BofA Loan Agreement or the Portuguese Loan Agreements to permit the consummation of the transactions contemplated by this Agreement thereunder (any such consents, collectively, the “Transaction Consent”) and, the Company shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents or instruments necessary in connection therewith, in each case, at the reasonable request of Parent; provided that such requested cooperation shall not (A) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement, (D) require the Company or any of its Subsidiaries or their respective Representatives to (1) execute, deliver, enter into, or perform any agreement, document or instrument, with respect to the Debt Financing and/or the Letter of Credit, that is not contingent upon the Closing or that would be effective prior to the Effective Time, (2) deliver or cause the delivery of, prior to the Closing, any legal opinions or reliance letters or any certificate in connection with the Debt Financing and/or the Letter of Credit or (3) adopt resolutions or execute consents prior to the Closing to approve or authorize the execution of the Debt Financing, the Letter of Credit or the incurrence of indebtedness thereby, (E) require any Representative of the Company or any of its Subsidiaries or their respective Affiliates to deliver any certificate or take any other action pursuant to this Section 6.12 if doing so would, or could reasonably be expected to, result in liability to such Representative, (F) require the Company or any of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party or is legally privileged or consists of attorney work product, (G) require the Company or any of its Subsidiaries to take any action that will conflict with or violate its organizational documents, any Laws or result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party, (H) require the Company or any of its Subsidiaries to enter into or approve any Debt Financing and/or the Letter of Credit or (I) in furtherance of (and not in limitation of) Section 6.11(g), require the Company or any of its Subsidiaries or any of their respective Representatives to pay any commitment or similar fee other fee, provide any security or make incur any other payment liability in connection with the existing Indebtedness Debt Financing and/or the Letter of ColeCredit. None All non-public or other confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to rating agencies and prospective lenders and investors during syndication of the representationsdebt financing contemplated by the Bridge Commitment Letter, warranties subject to customary confidentiality undertakings, which shall, in any event, require “click through” or covenants other affirmative action by the recipient acknowledging the confidentiality of such information. Parent shall promptly (and in any event within three (3) Business Days of delivery of documentation evidencing such cost and expenses) reimburse the Company for any expenses and costs incurred in connection with the Company’s or its Affiliates’ or Representatives’ obligations under Section 6.11, this Section 6.12 or Section 6.13. Any offering materials, presentations and other documents shall include a conspicuous disclaimer to the effect that none of the Cole Parties shall be deemed to apply to, Company or deemed breached or violated by, any of its Subsidiaries or their respective Affiliates or any of their or their Affiliates’ respective Representatives have any responsibility for the actions contemplated by this Section 7.18 content of such document and disclaim all responsibility therefor and shall further include a disclaimer with respect to the Company and its Subsidiaries and their respective Affiliates and their and their Affiliates’ respective Representatives in any oral disclosure with respect to such financing. Any use of the Company’s and its Subsidiaries’ logos in connection with the Bridge Debt Financing shall require the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesdelayed).

Financing Cooperation. (a) Cole agrees 6.3.1 The Sellers shall cause the Group Companies to provide such assistance (to Guarantor, and shall use Commercially Reasonable Efforts to cause representatives of the Cole Subsidiaries and its and their respective Representatives Group Companies to provide such assistance) to Guarantor, on a reasonably timely basis, all cooperation reasonably requested by Guarantor in connection with the arrangement and marketing of any debt financing (including any issuance of debt securities by Guarantor or Purchaser) incurred in connection with the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includetransactions contemplated hereunder and the repayment of the indebtedness listed on Schedule 5, but not be limited to, the followingincluding by: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit furnishing Guarantor and its Financing Sources of any financing sources as promptly as reasonably practicable with such financial and other pertinent information pertaining to Cole and regarding the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents Group Companies as may be reasonably requested by Spirit; Guarantor or Guarantor’s financing sources, including access to and cooperation with the Company’s accountants, (ii) reasonably cooperating with Guarantor’s financing sources and their respective agents with respect to their due diligence, including by giving access to documents relating to the Group Companies for diligence in connection with capital markets transactions,(iii) furnishing Guarantor and Guarantor’s financing sources promptly with all documentation and other information required by any Governmental Authority under applicable know your customer and anti-money laundering rules and regulations, including the PATRIOT Act, (iv) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of the outstanding indebtedness of the Group and any outstanding financial instruments, listed in Schedule 5, (v) taking facilitating the execution and delivery at the Closing of definitive documents related to any debt financing at the Closing (provided that no obligation of the Group Companies under any such actions as are reasonably requested by Spirit or its Financing Sources document shall be effective prior to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; Closing) and (vi) taking all actions as may assisting Guarantor in the satisfaction of conditions precedent set forth in any debt financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Group Companies. Nothing in this Clause 6.3.1 shall require such cooperation to an extent that would reasonably interfere with the business or operations of any Group Company; if, in the reasonable opinion of the Company, additional resources must be reasonably requested hired to allow any Group Company to do so, the reasonable expenses thereof shall be borne by Spirit or its Financing Sources the Purchaser. The Company hereby consents to the use of the logos of the Group Companies in connection with the repayment syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the existing Indebtedness of Cole; (vii) causing its independent auditors Group Companies or their marks and other Representatives to cooperate with the Debt Financing; and (viii) taking that such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the documentation explicitly states that Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does has not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesyet occurred.

Financing Cooperation. (a) Cole agrees 7.8.1. Until the Completion, Elan shall use its reasonable best efforts, and shall cause each of its Subsidiaries to provide such assistance (use its reasonable best efforts, and to shall cause the Cole Subsidiaries and its and their respective Representatives officers, employees and advisors and other Representatives, including legal and accounting, of Elan and its Subsidiaries to use their reasonable best efforts, to provide to the Bidder, Holdco and their respective Subsidiaries such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spiritthe Bidder or Holdco that is customary in connection with the arranging, obtaining and syndication of the Financing, including (i) participating in and assisting with the syndication or other marketing of the Financing, including, but not limited to, (A) the direct participation by the senior management, representatives and advisors of Elan in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (B) assisting with the preparation of one or more preliminary and final prospectuses, registration statement, offering memoranda, private placement memoranda, bank information memoranda, customary information packages and any other materials for offering documents, including any amendments or supplements thereto (collectively, “Marketing Material”) and due diligence sessions related thereto, including the provision of “backup” support for any statements related to Elan in any of the foregoing, (C) assisting with the preparation of any schedules to any credit agreements or facilities to be entered into in connection with the Financing, and (D) the delivery of customary authorization letters, confirmations, and undertakings in connection with the Marketing Material; (vii) taking such actions as are reasonably requested by Spirit timely furnishing, and at the latest 30 calendar days following the date of the Agreement, the Bidder, Holdco or its their respective Subsidiaries and their Financing Sources with financial and other information that is reasonably available to facilitate the satisfaction on a timely basis of all conditions precedent or readily obtainable by Elan with respect to obtaining such Debt Financing; (vi) taking all actions business, operations, financial condition, projections and prospects regarding Elan and its Subsidiaries as may be reasonably requested by Spirit the Bidder, Holdco or its their respective Subsidiaries or their Financing Sources and are customary to assist in connection with the repayment preparation of Marketing Material, including all financial statements, business and other financial and other information in respect of Elan and its Subsidiaries of the existing Indebtedness of Cole; (vii) causing its independent auditors type and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may form that would be required permit any cash by Regulation S−X and marketable securities of Cole Regulation S−K under the Securities Act if the Financing were registered on Form S−1 under the Securities Act, including audits thereof to the extent so required (which audits shall include an audit opinion for each period that is unqualified and the Cole Subsidiaries to be made available to finance, in parthas not been withdrawn and for which Elan has received no notice that withdrawal is under consideration) (collectively, the Closing on “Financing Information”) and promptly providing the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain Bidder with any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior supplements to the ClosingFinancing Information reasonably requested by the Bidder, be required including to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed provide updated projections and to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.update “stale” financial statements;

Financing Cooperation. (a) Cole agrees Subject to Section 6.10(c) and Section 6.10(d), from and after the date of this Agreement, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, if requested by Parent, the Company shall provide such assistance commercially reasonable cooperation to Parent and Merger Sub (including providing, subject to the subsequent sentence, reasonably available financial and other pertinent information regarding the Company and the Company Subsidiaries for use in usual and customary marketing and offering documents and to cause enable Parent to prepare pro forma financial statements required by SEC rules or Parent’s financing sources) in the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with arrangement of any bank debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeor any capital markets debt financing, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to in each case for any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources purpose in connection with the repayment consummation of the existing Indebtedness Merger and the other transactions contemplated hereby, including without limitation for the purposes of Cole; financing any amounts that may become due in respect of the indebtedness of the Company and the Company Subsidiaries as of the Closing pursuant to change-of-control provisions or otherwise (vii) causing its independent auditors and other Representatives to cooperate with collectively, the “Debt Refinancing”), it being understood that the Debt Financing; and (viii) taking such actions as Refinancing may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, involve increases in the light size of or availability under any of the circumstances under which such statements are made, not misleadingdebt obligations or facilities of the Company or the Company Subsidiaries. Notwithstanding the foregoing, none the Company shall only be required to provide audited financial statements for the three fiscal years preceding the commencement of Cole or the marketing of any Cole Subsidiary shall, Debt Refinancing and unaudited financial statements for any subsequent fiscal quarter (it being understood and agreed that the availability of the Company’s financial statements on the SEC’s EXXXX system shall satisfy such requirement and the Company shall not be required to provide any financial statements prior to the Closing, end of the applicable deadline to file such financial statements with the SEC with the Company’s annual and quarterly reports) and the Company shall not be required to pay provide any commitment or similar fee or make standalone financial statements of any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesSubsidiary.

Financing Cooperation. (a) Cole agrees Sellers shall, and shall cause its Affiliates to, use their commercially reasonable efforts to provide such assistance (provide, and shall, and shall cause its Affiliates to, use its commercially reasonable efforts to cause the Cole Subsidiaries and its and their respective Representatives to, provide to provide such assistance) Purchaser and its Affiliates all cooperation reasonably requested by Purchaser in connection with any debt financing in connection with the transactions contemplated by this Agreement (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include), but not be limited to, the following: including (i) participation inproviding customary historical financial statements and other information, including such financial statements may be required by one or more debt commitment letters entered into in connection with the Debt Financing (the “Debt Commitment Letters”), and reasonable assistance withproviding other customary pertinent information in Sellers or their Affiliates’ possession, custody or control regarding the Project, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole Purchased Assets and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents Assumed Liabilities as may be reasonably requested by Spirit; Purchaser for use in connection with the Debt Financing, (vii) taking such actions as are using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the extent reasonably requested required by Spirit or its Financing Sources to facilitate be included in any offering documents, including by causing KPMG to prepare and deliver to Purchaser (in each case, at Purchaser’s expense) reviewed financial statements of the satisfaction Business (A) as of and for the twelve (12) months ended December 31, 2017, which financial statements shall be delivered on a timely basis or before March 31, 2018 if the Closing has not occurred prior to such date, (B) as of all conditions precedent and for the three (3) months ended March 31, 2018, which financial statements shall be delivered on or before May 30, 2018 if the Closing has not occurred prior to obtaining such Debt Financingdate, (C) as of and for the six (6) months ended June 30, 2018, which financial statements shall be delivered on or before August 29, 2018 if the Closing has not occurred prior such date, and (D) as of and for the nine (9) months ended September 30, 2018, which financial statements shall be delivered on or before November 29, 2018 if the Closing has not occurred before such date; provided that neither Sellers nor any of their Affiliates or their respective Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information, (viiii) taking all actions as may be reasonably requested by Spirit or its Financing Sources facilitating the pledging of collateral (including (x) reasonable cooperation in connection with the repayment pay-off of existing Indebtedness and the release of related Liens and termination of security interests, (y) reasonable cooperation in connection with Purchaser’s efforts to obtain Phase I environmental assessments and title insurance and (z) reasonable cooperation with appraisals, field examinations and related collateral assessments in respect of the existing Indebtedness Purchased Assets, in each case, as reasonably requested by Purchaser), (iv) taking all corporate actions, subject to the occurrence of Cole; the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Debt Financing, and to permit the proceeds thereof to be made available on the Closing Date for the Financing Purposes, (v) providing all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, (vi) attending (and using commercially reasonable efforts to cause their independent auditors to attend) a reasonable number of account due diligence sessions or other meetings, in each case, upon reasonable prior notice at mutually acceptable times and locations, and (vii) causing its independent auditors each of Leidos Engineering, LLC, PA Consulting Group, Inc., and other Representatives Tetra Tech, Inc. to cooperate provide reliance letters in favor of the lead arrangers, lenders and administrative agent for any Debt Financing with respect to the Debt Financing; and (viii) taking such actions Independent Engineer’s Report from Leidos Engineering, LLC, dated as may be required permit any cash and marketable securities of Cole December 18, 2017, the Independent Energy Market Expert Report from PA Consulting Group, Inc., dated as of September 2017, and the Cole Subsidiaries to be made available to financePhase I Environmental Site Assessment and Limited Environmental Compliance Assessment — Hunterstown CCGT, in partprepared by Tetra Tech, the Closing on the Closing Date. Cole will use its reasonable best efforts to provideInc. for GenOn Energy, and cause its Representatives to provideInc, to Spirit and its financing sources such information dated as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinOctober 2017, in the light of the circumstances under which such statements are made, not misleadingas applicable. Notwithstanding the foregoing, none such requested cooperation shall not unreasonably interfere with the ongoing operations of Cole Sellers or their Affiliates, neither Sellers nor any Cole Subsidiary shall, prior to the Closing, of their Affiliates shall be required to pay any commitment or other similar fee or make any other payment or incur any other liability or obligation in connection with the existing Indebtedness Debt Financing prior to the Closing. Neither Sellers nor any of Cole. None of the representations, warranties or covenants of the Cole Parties their Affiliates shall be deemed required to apply to, or deemed breached or violated by, issue any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.offering information

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is Each of AT Co., Spinco and, if reasonably requested by Spirit. Such assistance shall include, but not be limited toAT Co. or Spinco, the following: Company shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the Spinco Financing (as defined in the Distribution Agreement) and the Debt Exchange (as defined in the Distribution Agreement) and shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate the Spinco Financing and the Debt Exchange and the other transactions contemplated in connection therewith. Without limiting the generality of the foregoing, each of AT Co., Spinco and, if reasonably requested by AT Co. or Spinco, the Company shall use their respective reasonable best efforts to cause their respective employees, accountants, counsel and other representatives to cooperate with each other in (i) participation inparticipating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and reasonable assistance withsessions with rating agencies in connection with the syndication or marketing of the Spinco Credit Agreement (as defined in the Distribution Agreement) and the consummation of the Spinco Notes Offering (as defined in the Distribution Agreement), the marketing efforts related to any such Debt Financing; (ii) participation preparing business projections, financial statements, offering memoranda, private placement memoranda, prospectuses and similar documents deemed reasonably necessary by Cole’s senior management AT Co., Spinco or the Company, to be used in connection with consummating the Spinco Financing and Representatives inthe Debt Exchange, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit executing and its Financing Sources of any financial information pertaining to Cole delivering all documents and the Cole Subsidiaries instruments deemed reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management AT Co., Spinco or the Company, including any underwriting or placement agreements, pledge and Representatives in the negotiationsecurity documents, execution other definitive financing documents, including any indemnity agreements, or other requested certificates or documents, legal opinions, engineering reports, environmental assessment reports, surveys and delivery of any Debt Financing documents title insurance as may be reasonably requested by Spirit; Spinco, provided, however, that no such agreements or documents shall impose any monetary obligation or liability on the Company prior to the Effective Time, (iv) disclosing the Spinco Financing and the Debt Exchange, as reasonably appropriate, in the Registration Statement, and (v) taking such all other actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources necessary in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Spinco Financing; and (viii) taking , including any such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with permit the existing Indebtedness assumption by the Surviving Corporation of Cole. None of the representationssuch Spinco Credit Agreement, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party Spinco Exchange Notes and Spinco Notes at the request of Spirit or its Financing SourcesEffective Time.

Financing Cooperation. (a) Cole agrees to provide such assistance (In the period between the date hereof and the Closing Date, upon request of the Purchaser, the Seller shall, and shall cause its subsidiaries to, and use its reasonable best efforts to cause its affiliates and representatives to, reasonably cooperate with Purchaser in connection with the Cole Subsidiaries Financing and its any other debt or equity financing that the Purchaser may elect to obtain in full or partial substitution for the Financing or in addition to the Financing (collectively, “Other Financing”), including (i) preparation of all financial statements relating to the Companies and their respective Representatives the Business that would be required to provide such assistance) with be included by the Purchaser in any debt financing Registration Statement under the Securities Act of 1933, as amended (the “Debt FinancingSecurities Act”) as is reasonably requested or that would be required to be included by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, Purchaser in any Current Report on Form 8-K in connection with the marketing efforts related to any such Debt Financingconsummation of the transactions contemplated hereby; (ii) participation by Cole’s senior management the provision of financial information and Representatives in, projections relating to the Companies and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be Business reasonably requested by Spiritthe Purchaser to allow Purchaser to prepare any required pro forma financial information or to prepare customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A under the Securities Act, registration statements and prospectuses under the Securities Act), or otherwise satisfy conditions to obtaining the Financing or Other Financing; (iii) delivery to Spirit and its making senior management of the Business available for direct contact (including, upon reasonable notice, the appearance at one or more meetings in the United States) with Persons contemplating providing the Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt or Other Financing; (iv) participation causing its independent accountants to provide reasonable assistance and cooperation to Purchaser, including providing consent to Purchaser to use their audit reports relating to the Companies and the Business, reasonable assistance in facilitating the provision of customary “comfort” (including “negative assurance” comfort) by Colesuch independent accountants and causing appropriate personnel to be available to discuss such reports and other information, in each case on customary terms and consistent with their customary practice; (v) executing and delivering legal opinions of the Seller’s senior management and Representatives in counsel or the negotiation, execution and delivery counsel of any Debt Financing of the Companies regarding customary corporate matters or documents as may be reasonably requested by Spirit; (v) taking such actions as are the Purchaser and reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources required in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing or Other Financing; and (viiivi) taking such actions as may be required permit furnishing the Purchaser and any cash Debt Financing Sources promptly, and marketable securities of Cole and the Cole Subsidiaries in any event at least twenty (20) days prior to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts , with all documentation and other information required by Governmental Authority with respect to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Financing or any Cole Subsidiary shallOther Financing under applicable “know your customer” and anti-money laundering rules and regulations, prior to including the ClosingPATRIOT Act. The Purchaser shall promptly, be required to pay any commitment upon request by the Seller, reimburse the Seller for all documented out-of-pocket expenses incurred by the Seller, its affiliates or similar fee or make any other payment its representatives in connection with the existing Indebtedness of Colesuch cooperation. None The request of the representations, warranties or covenants Purchaser may not unduly interfere with the management of the Cole Parties shall be deemed Seller and/or the Business and the preparation for the Closing. The Seller or the Companies do not assume any responsibility and liability with regard to apply to, or deemed breached or violated by, any the Financing. The Financing is the sole responsibility of the actions contemplated by Purchaser. The Seller’s and the Companies’ obligations, under this Section 7.18 article 8.19, are limited solely to the provision of certain information and data (which is available in IFRS). They are not responsible or by any action taken by any Cole Party at liable for the request preparation of Spirit financial statements and reports and for the compliance of such financial statements or its Financing Sourcesreports with applicable laws, regulations and accounting standards. The Purchaser shall fully indemnify and hold harmless the Seller for all claims of third parties in connection with Sellers activities under this art. 8.19 with the exception of willful misconduct and fraud.

Financing Cooperation. (a) Cole The Company agrees to provide such assistance (and to cause the Cole CHUHC Subsidiaries and its and their respective Representatives personnel and advisors to provide such assistance) with any debt financing (the “Debt Financing”) Financing as is reasonably requested by SpiritPurchaser. Such assistance shall include, but not be limited to, the following: (ia) participation in, and reasonable assistance with, the marketing efforts Marketing Efforts related to any such the Debt Financing; (iib) participation by Cole’s senior management and Representatives of the Company in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spiritagencies; (iiic) timely delivery to Spirit Purchaser and its the Financing Sources of any financial information pertaining to Cole the Financing Information and the Cole Subsidiaries reasonably necessary to obtain such Debt FinancingFinancing Deliverables; (ivd) participation by Cole’s senior management and Representatives of the Company in the negotiationnegotiation of, and the execution and delivery of any of, the Debt Financing documents as may be reasonably requested by SpiritDocuments; (v) taking such actions as are reasonably requested by Spirit Purchaser or its the Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such the Debt Financing; (vi) taking all actions as may be required or reasonably requested by Spirit Purchaser or its the Financing Sources in connection with the repayment of the Company’s existing Indebtedness of Coledebt; (vii) causing using commercially reasonable efforts to cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may using its commercially reasonable efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Company and the CHUHC Subsidiaries, provided, that (A) neither Seller nor, prior to the Closing, the Company or any of the CHUHC Subsidiaries shall be required permit to pay any cash fees (other than reasonable out of pocket expenses reimbursed by Purchaser hereunder) or incur any other liability for which such Person is not reimbursed by Purchaser pursuant to this Section 5.9 in connection with the Debt Financing prior to Closing, (B) neither Seller, the Company, nor any of their Subsidiaries nor any Persons who are officers or directors of Seller, the Company or their Subsidiaries shall be required to adopt any resolutions approving any financing prior to the Closing or to deliver any agreement, certificate, document or instrument, in each case, that is not contingent upon the Closing, (C) no obligation of Seller, the Company or any of their Subsidiaries or any of their respective Representatives under any certificate, document, instrument or agreement entered into pursuant to the foregoing shall be effective until the Closing and marketable securities (D) none of Cole Seller, the Company or their Subsidiaries, nor any Persons who are officers or directors of Seller, the Company or their Subsidiaries, shall be required to take any corporate, limited liability company, partnership or other similar action that is effective prior to the Closing that is not conditioned on the occurrence of the Closing. The Company will provide to Purchaser and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources Financing Sources such information as may be necessary so that the financing information pertaining to Cole Financing Information and the Cole Subsidiaries Marketing Material is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.

Financing Cooperation. (ai) Cole agrees Prior to provide such assistance (the earlier of the Closing and to the termination of this Agreement, Seller shall, and shall cause the Cole its applicable Subsidiaries to, and shall cause its and their respective Representatives to provide such assistance) with any debt financing controlled Affiliates, employees, directors, officers, consultants, financial advisors, investment bankers, attorneys, accountants and other advisors, agents and other representatives (the collectively, “Debt FinancingRepresentatives”) to use reasonable best efforts to, reasonably promptly provide, (A) at the request and sole cost and expense of PropCo Purchaser, reasonable and customary cooperation as is reasonably requested by Spirit. Such assistance shall includePropCo Purchaser in connection with the PropCo Purchaser Debt Financing (or any permitted replacement or any amended or otherwise modified PropCo Purchaser Debt Financing or PropCo Purchaser Alternative Financing) and (B) at the request and sole cost and expense of OpCo Purchaser, but not be limited toto the extent OpCo Purchaser obtains the OpCo Purchaser Debt Financing prior to the Closing Date, reasonable and customary cooperation as is reasonably requested by OpCo Purchaser in connection with the OpCo Purchaser Debt Financing; including, in each case, using reasonable best efforts to do the following: (i1) participation incausing senior members of Business management to participate (including by teleconference or virtual meeting platforms) in a reasonable number of meetings, including “bank” meetings, and due diligence sessions scheduled at reasonable assistance withtimes, dates and locations to be mutually agreed upon (it being understood and agreed that physical “in-person” meetings and due diligence sessions may not be feasible as a result of the marketing efforts related COVID-19 pandemic); (2) (x) furnishing OpCo Purchaser and PropCo Purchaser and the applicable Financing Parties with pertinent information regarding the Business (other than the pro forma financial information and pro forma financial statements referred to any in clause (y) of this Section 5(i)(i)(B)(2)) customarily provided in financings such as the OpCo Purchaser Debt Financing or PropCo Purchaser Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance withas applicable, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; OpCo Purchaser or PropCo Purchaser and the applicable Financing Parties, as applicable, and (vy) taking such actions as are reasonably assisting PropCo Purchaser with the preparation of pro forma financial information and pro forma financial statements reflecting the transactions contemplated hereby and the PropCo Purchaser Debt Financing to the extent required by Securities and Exchange Commission rules and regulations or necessary or reasonably requested by Spirit PropCo Purchaser or the PropCo Purchaser Financing Parties to be included in any marketing materials or offering documents or of the type required by the PropCo Purchaser Debt Commitment Letter (including such financial statements required under paragraph 5 of Exhibit C to the PropCo Purchaser Debt Commitment Letter), it being agreed that (I) PropCo Purchaser shall be responsible for the preparation of any pro forma financial statements, pro forma financial information and marketing materials for the PropCo Purchaser Debt Financing and (II) except to the extent otherwise set forth in this Agreement, the Seller and its Subsidiaries will not be required to provide information covering any period after the Closing Date or provide any information of the type contemplated in Section 5(i)(ii)(a)(z)(6); (3) assisting OpCo Purchaser or PropCo Purchaser and the applicable Financing Sources to facilitate Parties in the satisfaction on a timely basis preparation of all conditions precedent to obtaining such one or more customary confidential information memoranda and other customary marketing documents required for the OpCo Purchaser Debt Financing or PropCo Purchaser Debt Financing, as applicable, and executing customary authorization letters expressly authorizing the use of the information of Seller or the Acquired Companies contained therein; (vi4) taking all actions providing reasonable and customary assistance in the preparation of the Contracts entered into pursuant to or relating to the OpCo Purchaser Debt Financing or PropCo Purchaser Definitive Financing Agreements or, in preparation of the schedules to the Seller Financing Loan Agreement and the other Loan Documents (as defined in the Seller Financing Loan Agreement), as may be reasonably requested by Spirit OpCo Purchaser or PropCo Purchaser, and causing officers of the Acquired Companies who will be officers of the Acquired Companies after the Closing (if any), as applicable, to execute and deliver Contracts entered into pursuant to or relating to the OpCo Purchaser Debt Financing, PropCo Purchaser Definitive Financing Agreements or the Seller Financing Loan Agreement as may be reasonably requested by OpCo Purchaser or PropCo Purchaser (so long as such certificates and other documents will not be effective prior to the Closing) as applicable; (5) in the case of the OpCo Purchaser Debt Financing and to the extent obtained prior to or at the Closing, negotiating and delivering an Intercreditor Agreement (as defined in the Seller Financing Loan Agreement); and (6) furnishing documentation and other information promptly, and in any event no later than three Business Days prior to the Closing Date, reasonably requested by OpCo Purchaser or PropCo Purchaser as may be required by bank regulatory authorities under applicable “beneficial ownership”, “know-your-customer” Laws and anti-money-laundering rules and regulations (including the Patriot Act, and a certification regarding beneficial ownership required by the Beneficial Ownership Regulation), in each case, to the extent that such documentation and information has been reasonably requested by OpCo Purchaser or PropCo Purchaser, as applicable, in writing at least 10 Business Days prior to the Closing Date. The Sellers hereby consent to the use of its Financing Sources logos in connection with the repayment of OpCo Purchaser Debt Financing or the existing Indebtedness of Cole; (vii) causing PropCo Purchaser Debt Financing so long as such logos are used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect Seller, its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact Affiliates or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesAcquired Companies.

Financing Cooperation. (a) Cole agrees Prior to the Closing, Seller shall provide such assistance (and shall cause its Subsidiaries to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation inprovide, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will shall use its reasonable best efforts to provide, and cause its Representatives to provide, all cooperation reasonably requested by Purchaser that is necessary or advisable for the arrangement and syndication of the Debt Financing of the type contemplated by the Debt Commitment Letter as in effect on the date hereof (including any Second Lien Replacement), including by (i) using reasonable best efforts to Spirit participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) to the extent required by such Debt Financing, using reasonable best efforts to facilitate the pledging of collateral (including by delivering to Purchaser at Closing, to the extent in existence at such time, original share certificates with respect to the Purchased Entities’ domestic Subsidiaries and the domestic Purchased Entities’ first-tier foreign Subsidiaries), effective no earlier than the Closing, (iii) furnishing to Purchaser and the Lenders (A) the unaudited combined balance sheet of the Business as of September 30, 2018 (and, no later than 60 days after September 30, 2019, the unaudited combined balance sheet of the Business as of September 30, 2019; it being further agreed that, without limiting Seller’s obligation as set forth above in this parenthetical clause, if Seller shall have filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended September 30, 2019, Seller shall use its reasonable best efforts to furnish such balance sheet to Purchaser and the Lenders as soon as reasonably practicable after such filing) and, in each case, the related unaudited combined statements of operations and unaudited combined statements of cash flows of the Business for the fiscal years then ended, (B) the unaudited combined balance sheets and the related unaudited combined statements of operations and unaudited combined statements of cash flows of the Business for (x) the nine months ended as of June 30, 2019 and (y) no later than 40 days after the end of such fiscal quarter, each subsequent fiscal quarter of the Business ended thereafter (other than the fourth fiscal quarter of any fiscal year), in the case of each of clauses (A) and (B), which shall not be required to include footnotes (and Purchaser hereby acknowledges receipt of the financial statements described in clauses (A) (other than the parenthetical therein) and (B)(x) and acknowledges that financial statements required pursuant to clause (B)(y) shall satisfy such requirement if they are in the form of those previously provided in satisfaction of clause (B)(x)) and (C) any customary information regarding the Business necessary for Purchaser to prepare the pro forma financial information required by Section (f)(iv) of Exhibit D to the Debt Commitment Letter as in effect as of the date hereof, (iv) using reasonable best efforts to assist with the preparation of customary rating agency presentations, bank information memoranda, lender presentations and other customary marketing and syndication materials reasonably and customarily required in connection with such Debt Financing (including assistance with the preparation of “public” versions thereof), (v) executing and delivering customary authorization letters authorizing the distribution of customary rating agency presentations, bank information memoranda, lender presentations and other customary marketing and syndication materials reasonably and customarily required in connection with such Debt Financing (and containing a representation to the Lenders that the public side versions of such documents, if any, do not include information other than information that is either publicly available (or could be derived from publicly available information) or not material with respect to the Seller or any of its securities, for purposes of United States federal and state securities laws), (vi) using reasonable best efforts to facilitate customary due diligence with respect to the Business (it being understood that the only financial statements required to be provided pursuant to this Section 5.8(a) shall be those described in clause (iii) above), (vii) using reasonable best efforts to assist Purchaser in the preparation of the Definitive Agreements with respect to such Debt Financing, including credit agreements, intercreditor agreements and pledge and security documents, (viii) furnishing Purchaser and its financing sources promptly, and in any event no later than three (3) Business Days prior to the Closing Date, with all documentation and other information regarding the Purchased Entities and their Subsidiaries required by regulatory authorities or Financing Entities under applicable “beneficial ownership”, “know your customer” and anti-money laundering rules and regulations, in each case, to the extent that such documentation and information has been reasonably requested by Purchaser in writing, at least ten (10) calendar days prior to the Closing Date, (ix) using reasonable best efforts to assist with the preparation of, and execute and deliver, customary closing certificates (not to be effective until the Closing Date) reasonably and customarily required in connection with such Debt Financing, (x) providing a customary certificate of the individual who is the chief financial officer or an officer serving the equivalent function of the Business with respect to solvency matters in the form set forth as may be necessary so that Annex 1 to Exhibit D to the financing information pertaining Debt Commitment Letter as in effect as of the date hereof and (xi) at or prior to Cole the Closing, causing the release of the Purchased Companies and their Subsidiaries from all guarantees and other obligations under the Seller Credit Agreement or any other Contract evidencing indebtedness for borrowed money (including debt for borrowed money evidenced by bonds, debentures, notes or any other similar instruments) of Seller or any of its Subsidiaries (other than any Purchased Company or any of its Subsidiaries) and the Cole release of all Liens on the Purchased Assets or the assets of the Purchased Companies created under the Seller Credit Agreement or any other Contract evidencing indebtedness for borrowed money (including debt for borrowed money evidenced by bonds, debentures, notes or any other similar instruments) of Seller or any of its Subsidiaries (other than any Purchased Company or any of its Subsidiaries). The foregoing notwithstanding, neither Seller nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.8 that would: (1) require Seller, its Affiliates (other than any Purchased Entities and their Subsidiaries) or any Persons who are officers or directors of Seller or any of its Affiliates (other than any Purchased Entities and their Subsidiaries) to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, (2) other than customary authorization letters as described in clause (v) above, require any Purchased Entities or any of their Subsidiaries or any Persons who are officers or directors of the Purchased Entities and their Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, opinion, document, instrument or agreement or agree to any change or modification of any existing certificate, opinion, document, instrument or agreement, in each case that is complete not contingent on Closing or that is effective prior to the Closing Date (provided that in no event will any officer or director of any Purchased Entities or any of their Subsidiaries be so required to take any such action if such Person is not going to continue to hold such offices and correct positions from and after Closing), (3) cause any representation or warranty in all material respects this Agreement to be breached by Seller or any of its Affiliates, (4) require Seller or any of its Affiliates (other than any Purchased Entities and does not their Subsidiaries) to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing or require Seller or any of its Affiliates (other than any Purchased Entities and will not contain their Subsidiaries) to incur any untrue statement obligation under any agreement, certificate, document or instrument, (5) require any Purchased Entities or any of their Subsidiaries to pay any commitment or other similar fee or incur any expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of any Purchased Entity or any Subsidiary of any Purchased Entity under any agreement, certificate, document or instrument be effective prior to the Closing, (6) cause any director, officer, employee or stockholder of Seller or any of its Affiliates to incur any personal liability, (7) conflict with the organizational documents of Seller or any of its Affiliates or any Laws, (8) reasonably be expected to result in a material fact violation or omit breach of, or a default (with or without notice, lapse of time, or both) under, any contract to state which Seller or any of its Affiliates is a material fact necessary party, (9) require Seller, any of its Affiliates or any of their Representatives to make the statements contained thereinprovide access to or disclose information that Seller or any of its Affiliates determines would jeopardize any attorney-client privilege or other applicable legal privilege of Seller or any of its Affiliates, provided that, in the light event that the restrictions set forth in this clause (9) apply, Seller shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without jeopardizing the attorney-client or other applicable legal privilege, (10) require Seller or any of its Affiliates or any of their Representatives to prepare any pro forma financial statements or to provide any information or assistance relating to (aa) the proposed aggregate amount of the circumstances under which such statements are madeFinancing, not misleading. Notwithstanding assumed interest rates, dividends (other than those declared or paid prior to the foregoingClosing) and fees and expenses relating to the incurrence of the Financing, none (bb) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing or (cc) any financial information related to Purchaser or (11) unreasonably interfere with the ongoing operations of Cole Seller or any Cole Subsidiary shallof its Affiliates. Nothing contained in this Section 5.8 or otherwise shall require Seller or any of its Affiliates, prior to the Closing, to be required an issuer or other obligor with respect to pay the Debt Financing. Purchaser shall, promptly upon request by Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or any commitment of its Affiliates or similar fee their respective Representatives in connection with such cooperation and shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses suffered or make any other payment incurred by them in connection with the existing Indebtedness of Cole. None arrangement of the representationsFinancing, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party them at the request of Spirit Purchaser pursuant to this Section 5.8 and any information used in connection therewith (other than information provided in writing by Seller or its Financing SourcesAffiliates or their Representatives specifically in connection with its obligations pursuant to this Section 5.8).

Financing Cooperation. (a) Cole agrees Subject to provide such assistance (the terms and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance conditions of this Agreement, Buyer shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to providetake, or cause to be taken, all actions and to do, or cause its Representatives to providebe done, all things reasonably necessary, proper or advisable to Spirit arrange and its consummate the Financing as soon as practicable subject to the terms and conditions described this Agreement and in the Debt Financing Agreements, including, unless otherwise agreed by the Company, using reasonable best efforts to: (i) maintain in full force and effect the Financing and the Debt Financing Agreements for the commitment period set forth therein; (ii) negotiate and enter on a reasonably timely basis into definitive financing sources agreements with respect to the debt financing as contemplated by the Debt Financing Agreements (as such information as terms may be necessary modified in accordance with Section 4.12(c) (the “Financing Documents”) so that the financing information pertaining Financing will be able to Cole be consummated on the Closing Date; (iii) comply with its obligations under the applicable Debt Financing Agreements and Financing Documents, and satisfy on a reasonably timely basis the Cole Subsidiaries is complete conditions applicable to Buyer contained in the applicable Debt Financing Agreements and correct in all material respects Financing Documents so that the Financing will be able to be consummated on the Closing Date; and does (iv) cause the lenders to fund the Financing pursuant to the terms of the Debt Financing Agreements on the Closing Date. Buyer shall not and will not contain (A) terminate any untrue statement Debt Financing Agreement or (B) reduce the aggregate amount of a material fact or omit to state a material fact necessary to make the statements contained thereinFinancing available under the Debt Financing, except, in the light case of each of clauses (A) and (B), (1) as expressly set forth herein or therein or (2) with the prior written consent of the circumstances under Company (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer will furnish true, correct and complete copies of all such statements are made, not misleading. Notwithstanding material definitive agreements relating the foregoing, none of Cole or any Cole Subsidiary shall, Financing to the Company promptly upon their execution if prior to the ClosingClosing Date (subject, be required in the case of commercially sensitive information, to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesredactions).

Financing Cooperation. (a) Cole agrees The Company shall (and shall cause its Subsidiaries to) provide to Parent, and shall use reasonable best efforts to cause representatives of the Company and its Subsidiaries to provide such assistance (and to cause Parent, on a timely basis, all cooperation reasonably requested by Parent or Parent’s financing sources in connection with the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with arrangement by Parent or Merger Sub of any debt financing (provided that such requested cooperation does not unreasonably interfere with the “Debt Financing”ongoing business or operations of the Company or its Subsidiaries) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, incurred in connection with the following: transactions contemplated hereunder (i) participation in, and reasonable assistance with, including the marketing efforts related to in connection therewith) and the repayment of the indebtedness listed on Schedule 3.5 and any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, other existing indebtedness of the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit Company and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Parent, including by: (vi) taking furnishing Parent and its financing sources as promptly as reasonably practicable with such actions as are reasonably requested by Spirit or financial and other pertinent information regarding the Company and its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions Subsidiaries as may be reasonably requested by Spirit Parent or Parent’s financing sources, including (x) access to and cooperation with the Company’s accountants and (y) providing the Company’s audited consolidated financial statements consisting of the consolidated balance sheets of Holdings as of December 31, 2016 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2016 as promptly as practicable after the date hereof, and in no event later than February 28, 2017, (ii) using reasonable best efforts to permit Parent’s financing sources and other prospective lenders to evaluate the Company’s current assets, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Closing, (iii) reasonably cooperating with Parent’s financing sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in connection with capital markets transactions, (iv) furnishing Parent and Parent’s financing sources promptly with all documentation and other information required by any Governmental Authority with respect to any debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (5) days prior to the Closing Date, (v) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all existing indebtedness of the Company or any of its subsidiaries contemplated to be paid off, discharged and satisfied and/or terminated on the Closing Date, (vi) facilitating the execution and delivery at the Closing of definitive documents related to any debt financing and the pledging of collateral at the Closing and (vii) assisting Parent in the satisfaction of conditions precedent set forth in any debt financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company or its Financing Sources Subsidiaries. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the repayment syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the existing Indebtedness of Cole; (vii) causing Company, its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcestheir marks.

Financing Cooperation. (a) Cole agrees to provide such assistance (The Company shall and to shall cause the Cole its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, at Parent’s sole expense, reasonably cooperate in connection with the following: (i) participation in, and reasonable assistance with, arrangement of the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking Parent, provided that such actions as are reasonably requested by Spirit cooperation does not unreasonably interfere with the ongoing operations of the Company or its Financing Sources Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of Parent, (i) subject to facilitate the satisfaction on a timely basis of all conditions precedent other limitations in this Section 7.08, agreeing to obtaining enter into such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors agreements, and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to providedeliver such officer’s certificates, as are customary in financings of such type and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinare, in the light good faith determination of the circumstances under which Persons executing such statements are madeofficer’s certificates, accurate (provided that such agreements and officer’s certificates will not misleading. Notwithstanding take effect until the foregoingAcceptance Time), none of Cole or any Cole Subsidiary shall(ii) subject to Section 5.02, prior (A) providing to actual and prospective Financing Sources with respect to the Closing, be required to pay any commitment Debt Financing financial and other information in the Company’s possession regarding the Company and its Subsidiaries that is necessary or similar fee or make any other payment customary in connection with the existing Indebtedness of Cole. None Debt Financing and of the representations, warranties or covenants type and form customarily included in offering documents used for the syndication of credit facilities of the Cole Parties type to be included in the Debt Financing, (B) making the Company’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter, (C) providing reasonable assistance to Parent and the Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and similar customary documents reasonably required in connection with the Debt Financing, (D) participating in a reasonable number of meetings, conferences calls, drafting sessions, due diligence sessions, sessions with rating agencies or other syndication activities, in each case, upon reasonable notice and at mutually agreed times, (E) providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Debt Financing (provided, that the Company will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information and the cooperation by the Company shall be deemed relate solely to apply tothe financial information and data derived from the Company’s historical books and records), or deemed breached or violated by(F) reasonably facilitating the pledging of collateral in connection with the Debt Financing (provided that such pledge will not take effect until the Acceptance Time), any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.including delivering original stock certificates and original stock powers (or, if

Financing Cooperation. (a) Cole agrees Prior to the Completion Date, DFC Holdings shall provide such assistance (to Total Produce, and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the Cole Subsidiaries respective officers, employees and advisors and other Representatives of DFC Holdings and its Subsidiaries to, provide to Total Produce and their respective Representatives to provide its Subsidiaries such assistance) cooperation as may be reasonably requested by Total Produce in connection with arranging, obtaining, syndicating and consummating any debt financing (financing, whether directly placed or broadly marketed or syndicated, with banks, financial institutions and/or institutional lenders or investors, whether in the “Debt A” or “B” debt market or otherwise, to be obtained by Total Produce for the purpose of funding the transactions contemplated by this Agreement (such debt financing, the “Financing”) (provided that such requested cooperation does not unreasonably interfere with the business or operations of DFC Holdings and its Subsidiaries), including (i) causing DFC Holdings’ appropriate senior officers to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required or necessary in connection with the Financing or customarily provided in connection with the Financing, (iii) furnishing Total Produce as promptly as reasonably practicable with financial and other pertinent information regarding DFC Holdings and its Subsidiaries as may be reasonably requested by Total Produce to consummate the Financing (including the Required Financial Information), (iv) providing such documents and other information relating to DFC Holdings and its Subsidiaries as may be reasonably required to enable the delivery of any schedules to any definitive financing documents, customary certificates or certifications, customary legal opinions, negative assurance letters and customary comfort letters, (v) obtaining the consents of DFC Holdings’ accountants for use of their reports on the audited financial statements of DFC Holdings in any materials relating to the Financing, (vi) obtaining DFC Holdings’ accountant’s comfort letters and DFC Holdings’ counsel’s customary legal opinions and negative assurance letters reasonably requested by Total Produce or any Financing Source with respect to information related to DFC Holdings and its Subsidiaries, (vii) cooperating with requests for customary due diligence investigations, (viii) ensuring that the Financing benefits from the existing lender relationships of DFC Holdings and its Subsidiaries, (ix) providing at least five Business Days prior to the Completion Date such documentation and other information about DFC Holdings and its Subsidiaries as is reasonably requested in writing by Spirit. Such assistance shall includeTotal Produce at least 10 Business Days prior to the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, but not be limited toincluding without limitation, the following: USA PATRIOT Act, (ix) participation inreasonably assisting in the preparation of, and reasonable assistance withexecuting and delivering, any pledge, security, definitive financing agreements for the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management Financing and Representatives inother customary financing documents, including guarantee and reasonable assistance with, the preparation of rating agency presentations collateral documents and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit other certificates and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources Total Produce in connection with the repayment Financing, (xi) facilitating the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral in connection with the Financing (including delivery of original stock certificates and original stock powers of the existing Indebtedness Subsidiaries of Cole; (vii) causing its independent auditors and other Representatives DFC Holdings to cooperate the extent required in connection with the Financing), (xii) obtaining customary payoff letters (in form and substance reasonably acceptable to Total Produce) and lien terminations, if applicable, to the extent necessary to allow for the prepayment, payoff, discharge and termination in full of all obligations outstanding under the Dole Debt and giving (by the date required under the applicable Dole Debt) any necessary prepayment notice (which shall be conditioned on the consummation of the transactions contemplated by this Agreement) to allow for the prepayment, payoff, discharge and termination in full of the Dole Debt at the Completion Date, (xiii) with respect to the Dole Notes, issuing a notice of redemption at least 30 days but not more than 60 days before the redemption date agreed with Total Produce for all of the outstanding aggregate principal amount of the Dole Notes pursuant to the requisite provisions of the indenture governing the Dole Notes and taking any actions reasonably requested by Total Produce that are customary or necessary to facilitate the redemption and/or satisfaction and discharge of the Dole Notes pursuant to the applicable section of the indenture governing the Dole Notes; provided, that any such redemption and/or satisfaction and discharge must be conditioned on the consummation of the transactions contemplated by this Agreement, and (xiv) reasonably assisting Total Produce in obtaining any corporate credit and family ratings from any ratings agencies contemplated in connection with the Financing and reasonably cooperating with the marketing efforts of Total Produce in connection with the Financing; provided that (A) the DFC Holdings Board and (viii) taking such actions as may officers of DFC Holdings prior to the Completion Date and the directors and officers of the Subsidiaries of DFC Holdings prior to the Completion Date shall not be required permit to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, unless Total Produce shall have determined that such directors or officers are to remain as directors or officers, as applicable, of DFC Holdings or such Subsidiary of DFC Holdings, as applicable, after the Completion Date and except for such resolutions as are effective upon Completion, (B) neither DFC Holdings nor any cash and marketable securities of Cole and the Cole its Subsidiaries shall be required to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shallexecute, prior to the ClosingCompletion Date, be required to pay any commitment definitive financing agreements, including any credit or similar fee or make any other payment agreements in connection with the existing Indebtedness Financing, except for such agreements that are contingent upon Completion, and (C) except as expressly provided above, neither DFC Holdings nor any of Cole. None its Subsidiaries shall be required to take any corporate actions prior to the Completion Date to permit the consummation of the representationsFinancing, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the except for such actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesthat are contingent upon Completion.

Financing Cooperation. (a) Cole agrees Prior to the Closing, Seller shall, and shall cause the Sold Companies to, use reasonable best efforts to provide such assistance (to Buyer, at Buyer's sole cost and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is expense, cooperation reasonably requested by Spirit. Such assistance shall includeBuyer that is necessary in connection with the Debt Financing, but not be limited to, the following: including (i) participation inby senior members of management of the Sold Companies (together with their counterparts at Buyer) in meetings, due diligence sessions and reasonable assistance withsessions with rating agencies, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting Buyer in the preparation of rating agency presentations a confidential information memorandum and meetings with rating agencies as may be requested by Spirit; marketing materials for the Debt Financing, (iii) delivery preparing and furnishing Buyer as promptly as practicable (and in any event within thirty (30) days of the end of each calendar month and within forty-five (45) days of the end of each calendar quarter) with the unaudited consolidated balance sheet of the Sold Companies as of the end of each calendar month and each calendar quarter prior to Spirit and its Financing Sources of any financial information pertaining to Cole the Closing and the Cole Subsidiaries reasonably necessary to obtain related statements of income, changes in equity and cash flows for such Debt Financing; periods, (iv) participation by Cole’s senior management and Representatives in reasonably facilitating the negotiation, execution and delivery pledging of any Debt Financing collateral (provided that (A) none of the documents as may or certificates shall be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit executed or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources delivered except in connection with the repayment Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the existing Indebtedness of Cole; Closing and (viiC) causing its independent auditors no liability shall be imposed on the Seller or any Sold Company or any officers or employees involved), and (v) providing to the Buyer’s financing sources all documentation and other Representatives to cooperate with information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingPATRIOT Act. Notwithstanding the foregoing, (1) such requested cooperation shall not unreasonably interfere with the ongoing business and operations of Seller, the Sold Companies and any other Subsidiaries of Seller, (2) none of Cole or Seller, the Sold Companies and any Cole Subsidiary shall, prior to the Closing, other Subsidiaries of Seller shall be required to pay any commitment or similar other fee or make incur any other payment liability or obligation in connection with the existing Indebtedness financings contemplated by the Debt Financing Commitment, (3) none of Cole. None Seller, the Sold Companies and any other Subsidiaries of Seller or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the financing contemplated by the Debt Financing Commitment, except in the case of the representationsSold Companies, warranties for agreements that are contingent upon the Closing or covenants that are effective only after the Closing, (4) such assistance shall not include any actions that Seller reasonably believes would cause any representation, warranty, covenant or other obligation in this Agreement to be breached or any condition to closing hereunder to fail to be satisfied, (5) such assistance shall not require the waiver or amendment of any terms of this Agreement or the payment of any fees or reimbursement of any expenses prior to the Closing for which Seller has not received prior reimbursement or is not otherwise indemnified by Buyer, and (6) cause any director, officer or employee of the Cole Parties shall be deemed Seller or any Subsidiary of Seller to apply to, or deemed breached or violated by, incur any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcespersonal liability.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Acceptance Time, the Company and its Subsidiaries shall, and shall use reasonable best efforts to cause their officers, employees, consultants and advisors, including legal and accounting advisors to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with obtaining any third party debt or equity financing for the Cole purposes of financing the Offer and/or the Merger, the fees and expenses incurred in connection therewith, and the other transactions contemplated thereby (the “Financing”), including (i) participating in a reasonable number of meetings, presentations, and due diligence sessions at times reasonably coordinated in advance thereof and (ii) assisting with the preparation of materials for presentations, memoranda, financial projections and similar documents to be used in connection with the Financing; provided, that (x) nothing herein shall require such cooperation to the extent it would (1) interfere materially and unreasonably with the business or operations of the Company and its Subsidiaries, taken as a whole, or (2) require the Company to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Acceptance Time for which it is not promptly reimbursed or simultaneously indemnified and (y) any documentation executed by the Company of any of its Subsidiaries shall not become effective until the consummation of the Closing. Parent shall (1) promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company or any of its Subsidiaries in connection with providing the assistance contemplated by this Section 6.13 and (2) indemnify and hold harmless the Company and its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing directors, officers, personnel and advisors (collectively, the “Debt FinancingFinancing Indemnitees”) as is reasonably requested from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), awards, judgments and penalties suffered or incurred by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources them in connection with the repayment of Financing or providing the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions assistance contemplated by this Section 7.18 6.13, in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by any action taken by Financing Indemnitee (the obligations of Parent in this clause (2), the “Financing Cooperation Indemnity”). The Financing Cooperation Indemnity shall survive the consummation of the Merger and any Cole Party at the request termination of Spirit or its Financing Sourcesthis Agreement.

Financing Cooperation. (a) Cole agrees Subject to Section 6.10(c) and Section 6.10(d), from and after the date of this Agreement, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, if requested by Parent, the Company shall provide such assistance commercially reasonable cooperation to Parent and Merger Sub (including providing, subject to the subsequent sentence, reasonably available financial and other pertinent information regarding the Company and the Company Subsidiaries for use in usual and customary marketing and offering documents and to cause enable Parent to prepare pro forma financial statements required by SEC rules or Parent’s financing sources) in the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with arrangement of any bank debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeor any capital markets debt financing, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to in each case for any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources purpose in connection with the repayment consummation of the existing Indebtedness Merger and the other transactions contemplated hereby, including without limitation for the purposes of Cole; financing any amounts that may become due in respect of the indebtedness of the Company and the Company Subsidiaries as of the Closing pursuant to change-of-control provisions or otherwise (vii) causing its independent auditors and other Representatives to cooperate with collectively, the “Debt Refinancing”), it being understood that the Debt Financing; and (viii) taking such actions as Refinancing may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, involve increases in the light size of or availability under any of the circumstances under which such statements are made, not misleadingdebt obligations or facilities of the Company or the Company Subsidiaries. Notwithstanding the foregoing, none the Company shall only be required to provide audited financial statements for the three fiscal years preceding the commencement of Cole or the marketing of any Cole Subsidiary shall, Debt Refinancing and unaudited financial statements for any subsequent fiscal quarter (it being understood and agreed that the availability of the Company’s financial statements on the SEC’s XXXXX system shall satisfy such requirement and the Company shall not be required to provide any financial statements prior to the Closing, end of the applicable deadline to file such financial statements with the SEC with the Company’s annual and quarterly reports) and the Company shall not be required to pay provide any commitment or similar fee or make standalone financial statements of any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesSubsidiary.

Financing Cooperation. (a) Cole agrees Prior to the Effective Time, the Company shall, and shall cause its Representatives to, use commercially reasonable efforts to provide such assistance (to Parent and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) Merger Sub all cooperation that is reasonably requested by Parent in connection with any debt financing (used to consummate the “Debt Financing”) as is reasonably Merger and any other transactions contemplated hereby and thereby; provided, however, that, notwithstanding anything in this Section 6.19 to the contrary, no such requested by Spiritcooperation may unreasonably or materially interfere with the ongoing operations of the Company and its Subsidiaries. Such assistance cooperation shall include, but not be limited towithout limitation, the following: (i) participation into the extent reasonably available to the Company, furnishing Parent and reasonable assistance with, Merger Sub as promptly as practicable with financial and other pertinent information regarding the marketing efforts related Company and its Subsidiaries to consummate the debt financing as may be reasonably requested in writing by Parent and identifying any portion of such Debt Financing; information that constitutes material non-public information (the information described in this clause (i) together with the customary authorization and management representation letters referenced in clause (ii) participation by Cole’s below, being referred to as the “Required Information”), (ii) making senior management and Representatives inof the Company available at mutually agreeable times to participate in a reasonable number of meetings, presentations, due diligence sessions, and reasonable assistance withsessions with prospective lenders, investors and rating agencies in connection with any debt financing used to consummate the Merger and any other transactions contemplated hereby, (iii) assisting with the preparation of customary materials for rating agency presentations (and meetings assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda and all other material to be used in connection with rating agencies as may be requested by Spirit; any debt financing used to consummate the Merger and any other transactions contemplated hereby (iiiincluding customary authorization and management representation letters) delivery to Spirit and all documentation and other information regarding the Company and its Financing Sources Subsidiaries required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of any financial information pertaining to Cole 2001 and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; requested in writing by Parent, (iv) participation by Cole’s senior management permitting officers of the Company who will be officers of the Surviving Corporation after the Effective Time to execute and Representatives in the negotiationdeliver any pledge and security documents, execution and delivery of any Debt Financing other definitive financing documents or other certificates or documents as may be reasonably requested by SpiritParent (including a certificate of the chief executive officer or chief financial officer of the Company with respect to solvency matters and using reasonable efforts to obtain consents of accountants at the sole cost of Parent to use their reports in any materials relating to any debt financing used to consummate the Merger and any other transactions contemplated hereby) and otherwise reasonably facilitating the pledging of collateral (subject to customary funds certain limitations); provided, however, that no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument to which the Company is a party shall be effective until the Effective Time and (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate otherwise cooperating with Parent and Merger Sub in satisfying the satisfaction on a timely basis of all conditions precedent set forth in any definitive document related to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with any debt financing used to consummate the repayment Merger and any other transactions contemplated thereby to the extent within the reasonable control of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing DateCompany. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light None of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Company or any Cole Subsidiary shall, prior to the Closing, of its Subsidiaries shall be required to pay any commitment or other similar fee fee, pay any expense or make incur any other payment liability in connection with any debt financing used to consummate the existing Indebtedness of Cole. None of Merger and any other transactions contemplated hereby prior to the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesEffective Time.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited toClosing, the following: (i) participation inCompany shall, at Parent’s sole expense, use its reasonable best efforts, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will shall use its reasonable best efforts to cause its and its Subsidiaries’ respective Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, to provide to Parent all cooperation as is customary and reasonably requested by Parent, in connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Commitment Letters, including, without limitation, to (a) cause the senior management of the Company to participate at reasonable times in a commercially reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and other due diligence sessions, in each case, upon reasonable advance notice, (b) furnish Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company as shall exist and be reasonably requested by Parent (provided, that, for the avoidance of doubt, the Company shall not be required to provide, and cause its Representatives Parent shall be solely responsible for, (i) the preparation of any pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to providebe incorporated into any pro forma financial information, (ii) any description of all or any component of the Debt Financing, including any such description to Spirit be included in any liquidity or capital resources disclosure or any “description of notes,” or (iii) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing), (c) assist Parent and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, Debt Financing Sources in the light preparation of offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents for the Debt Financing (including executing customary authorization letters), (d) cooperate with the marketing efforts of Parent and its Debt Financing Sources for the Debt Financing as reasonably requested by Parent, (e) permit officers of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Company or any Cole Subsidiary shall, prior of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to the Closing, be required to pay execute and deliver any commitment or similar fee or make any other payment documentation in connection with the existing Indebtedness Debt Financing (subject to the proviso below) including, without limitation, any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including certification of Cole. None organizational authorization, organizational documents and good standing certificates) of the representationsCompany and its Subsidiaries, warranties or covenants and taking corporate action to authorize the borrowing and guarantees of, and to grant liens, security interests and make other pledges in connection with, the Debt Financing, provided that none of the Cole Parties foregoing documents or certificates shall be executed or delivered, and no such corporate actions shall be taken, except in connection with the Closing and the effectiveness thereof shall be conditioned upon, or become operative upon, the occurrence of the Closing, (f) furnish a certificate of a financial officer of the Company with respect to solvency matters in a customary form required to consummate the Debt Financing as of the Closing Date, (g) furnish Parent promptly (and in any event at least five Business Days prior to the Closing Date) with all documentation and other information with respect to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and in each case, to the extent requested by the Debt Financing Sources in writing at least 10 Business Days prior to the Closing Date (including, for the avoidance of doubt, a duly executed W-9 (or other applicable IRS tax form) and beneficial ownership certifications), (h) use reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Debt Financing that are within the control of the Company or its Subsidiaries, including, without limitation, providing evidence of insurance with respect to the Company or its Subsidiaries (i) assist in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) in connection with the Debt Financing, (j) provide company prepared monthly financial statements for the Company and its Subsidiaries within 30 days of each month end, commencing with the month ending April 30, 2022, in form and substance consistent with those monthly financial statements previously provided to Parent, Merger Sub and their respective affiliates (it being understood and agreed that such monthly financial statements shall be provided by the Company to Parent to the extent required by the Debt Commitment Letters notwithstanding any differing standards above, including, without limitation, “reasonable best efforts”); (k) obtain payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all then outstanding indebtedness and any Liens securing such indebtedness that the Debt Commitment Letters require to be paid off, discharged or terminated on the Closing Date and (l) cooperate with Parent’s legal counsel in connection with any information necessary or required in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing as reasonably requested by Parent; provided, in each case, that (i) neither the Company nor any Company Subsidiary shall be required to incur any liability (including the payment of any fees) in connection with the Debt Financing prior to the Closing Date (other than those liabilities that are contingent upon the consummation of the Closing or with respect to customary authorization letters), (ii) the pre-Closing board of directors of the Company (and the equivalent pre-Closing governing body of any Company Subsidiary) shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (iii) neither the Company nor any Company Subsidiary shall be required to execute prior to the Closing Date any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, or documents in connection with the Debt Financing, except the execution of documents that are conditioned on Closing and customary authorization letters, (iv) except as expressly provided above, neither the Company nor any Company Subsidiary shall be required to take any corporate actions prior to the Closing Date to permit the consummation of the Debt Financing, (v) neither the Company nor any Company Subsidiary shall be required to take any action that would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time) under the Company Charter, the Company Bylaws, or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, any applicable Law or any Company Material Contract to which the Company or any Company Subsidiary is a party and (vi) neither the Company nor any Company Subsidiary shall be required to provide any assistance or cooperation that would (1) unreasonably interfere with its respective business operations, (2) cause any representation or warranty in this Agreement made by the Company to be breached, or (3) cause any conditions set forth in Annex A or Article 7 to fail to be satisfied. Except for the representations and warranties of the Company set forth in Article 4 of this Agreement, neither the Company nor any Company Subsidiary shall have any liability to Parent in respect of any financial statements, other financial information, or data or other information provided pursuant to this Section 6.15. Notwithstanding anything to the contrary in this Agreement, the condition set forth in clause (B)(3) of Annex A, as it applies to the Company’s obligations under this Section 6.15, shall be deemed satisfied unless the Company has knowingly, willfully and materially breached its obligations under this Section 6.15 and such breach has been the primary cause of the Debt Financing not being obtained. The Company hereby consents to apply to, the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (x) are used solely in a manner that is not intended to or deemed breached reasonably likely to harm or violated by, disparage the Company or any of its Subsidiaries or the actions contemplated reputation or goodwill of the Company or any of its Subsidiaries and (y) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any marketing materials related to the Debt Financing). All non-public or other confidential information provided by the Company, its Subsidiaries or any of their respective Representatives pursuant to this Section 7.18 Agreement shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any Debt Financing Sources and other financial institutions and investors that are or may become parties to the Debt Financing (and, in each case, to their respective Representatives) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto; or (ii) are otherwise subject to other customary confidentiality undertakings; provided, however, that Parent shall be liable for any such breaches of the Confidentiality Agreement or otherwise customary confidentiality undertakings by any action taken by any Cole Party at Debt Financing Sources and other financial institutions and investors that are or may become parties to the request of Spirit or its Financing SourcesDebt Financing.

Financing Cooperation. Subject to Section 6.12(a), the Company shall and shall cause its subsidiaries to, at Parent’s sole expense, reasonably cooperate in connection with the arrangement of the Financing (for purposes of this Section 6.13, including (x) any financing to be issued or incurred in lieu of the bridge facility in the Debt Commitment Letters or pursuant to any flex applicable to the Debt Financing and (y) any alternative financing) as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries). Such cooperation by the Company and its subsidiaries and their representatives shall include, at the reasonable request of Parent, (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeparticipation in a reasonable number of meetings, but not be limited todrafting sessions, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings due diligence sessions, (b) furnishing Parent and its Representatives with rating agencies as may be requested by Spirit; the Required Information, (iii) delivery to Spirit assisting Parent and its financing sources in the preparation of offering and syndication documents and materials, including rating agency presentations, road show presentations and similar documents and materials, in connection with the Debt Financing Sources of any financial information pertaining to Cole (all such documents and materials, collectively, the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; “Offering Documents”), including providing customary authorization letters related thereto, (iv) participation by Cole’s senior management and Representatives in facilitating the negotiation, execution and delivery at the Offer Closing or, if there is no Offer Closing, the Merger Closing, of definitive documents related to the Financing, (v) facilitating the pledging of collateral in connection with the Financing, including executing and delivering any Debt Financing customary collateral documents and other customary certificates and documents as may be reasonably requested by Spirit; Parent (including a certificate of the chief financial officer of the Company with respect to solvency matters as of the Offer Closing or, if there is no Offer Closing, the Merger Closing as contemplated by the Debt Commitment Letters), and (v) taking such actions as are reasonably requested by Spirit using reasonable best efforts to obtain customary payoff letters, redemption notices, releases of liens and instruments of termination or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; discharge and (vi) taking all actions as may be reasonably requested by Spirit or using its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives reasonable best efforts to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole the Company and its subsidiaries that can, without violating Laws or incurring material Taxes, reasonably be made available to pay a portion of the Cole Subsidiaries aggregate purchase price, to be made available for that purpose. The Company hereby consents to financethe reasonable use of its logos in connection with the Financing, provided that such logos are used in parta manner that is not intended to harm or disparage the Company or their marks and on such other customary terms and conditions as the Company shall reasonably impose. Parent shall, promptly upon termination of this Agreement, reimburse the Closing on Company for all reasonable out-of-pocket expenses and costs incurred in connection with the Closing Date. Cole will use Company’s or its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances affiliates’ obligations under which such statements are made, not misleadingthis Section 6.13. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior anything in this Agreement to the Closingcontrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other similar fee or make enter into any definitive agreement or incur any other payment liability or obligation in connection with the existing Indebtedness of Cole. None of Financing (or any alternative financing) prior to the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesEffective Time.

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably If requested by Spirit. Such assistance shall includea member of the KKR Shareholder Group, but not be limited to, Topco will provide the followingfollowing cooperation in connection with the granting of any Permitted Pledge: (i) participation inentering into (or causing the relevant member(s) of the Group to enter into) an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and reasonable assistance withobligations of Topco (or the relevant Group member, as the marketing efforts related case may be) relating to any procedures and specified time periods for effecting Transfers upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities Law status of the pledge arrangements and, with respect to Transfers in connection with a foreclosure, pre-agreed lists of competitors for purposes of Clause 5.9(a)(ii), criteria for compliance with the specifications set forth in Clause 5.9(a)(v) and relevant documentation (including forms thereof) for purposes of the requirements of Clause 5.9(b)) and, subject to the consent of Topco (which will not be unreasonably withheld or delayed), with such Debt Financing; changes thereto as are requested by such lender and customary for similar financings, (ii) participation by Cole’s senior management and Representatives inusing commercially reasonable efforts to remove any restrictive legends on certificates representing pledged Securities when eligible to do so, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery if so requested by such lender or counterparty, as applicable, re-registering pledged Securities in the name of the relevant lender, counterparty, custodian or similar party to Spirit a Permitted Pledge, solely as securities intermediary and its Financing Sources only to the extent a member of the KKR Shareholder Group continues to beneficially own such pledged Securities (it being understood that, notwithstanding anything to the contrary in this Agreement, any financial information pertaining such re-registration shall not decrease the Equity Percentage of the KKR Shareholder Group hereunder nor cause such lender or counterparty to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; be considered a Shareholder hereunder), (iv) participation by Cole’s senior management entering into customary triparty agreements with each lender and Representatives in one or more members of the negotiation, execution and KKR Shareholder Group relating to the delivery of any Debt Financing documents Securities to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as may be reasonably requested by Spirit; a third party beneficiary of Topco’s (or the relevant Group member’s) obligations under the relevant purchase agreement to issue the relevant Securities upon payment of the purchase price therefor in accordance with the terms of such purchase agreement and this Agreement and (v) taking such actions other cooperation and assistance as are the KKR Shareholder Group may reasonably requested request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirement that Topco deliver information, compliance certificates or any other materials typically provided by Spirit borrowers to lenders) that will not unreasonably disrupt the operation of Topco’s business. Notwithstanding anything to the contrary in the preceding sentence, Topco’s (or its Financing Sources the relevant Group member’s) obligation to facilitate deliver an Issuer Agreement is conditioned on the satisfaction on a timely basis of all conditions precedent KKR certifying to obtaining such Debt Financing; Topco (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment relevant member of the existing Indebtedness Group) in writing that (A) the pledge agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Pledge being entered into in accordance with this Agreement, the Investor has pledged the relevant Securities as collateral to the lenders under the loan or other financing arrangement to which such Permitted Pledge relates and that the execution of Cole; such Permitted Pledge and the terms thereof do not violate the terms of this Agreement, (viiB) causing its independent auditors and other Representatives to cooperate with the Debt Financing; extent applicable, whether the Related Rights are being assigned to the lenders under that Permitted Pledge and (viiiC) taking Rainbow Capital acknowledges and agrees that Topco (or the relevant Group member) will be relying on such actions certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement. The KKR Shareholder Group acknowledges and agrees that the statements and agreements of Topco (or the relevant member of the Group) in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between Topco (or such member of the Group, as the case may be required permit any cash and marketable securities of Cole be) and the Cole Subsidiaries KKR Shareholder Group under this Agreement the KKR Shareholder Group shall not be entitled to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light and agreements of Topco (or such member of the circumstances under which Group, as the case may be) in an Issuer Agreement against Topco (or such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None member of the representationsGroup, warranties or covenants of as the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcescase may be).

Financing Cooperation. The obligations of DLR and INXN to consummate the transactions contemplated by the purchase agreement are not subject to any financing condition or the receipt of any financing by DLR. However, as detailed in the purchase agreement, INXN shall provide to DLR, and shall cause its subsidiaries, to reasonably cooperate in connection with the arrangement of (ai) Cole agrees any common or preferred equity financing in one or more public or private offerings (including any such equity financings pursuant to provide a forward contract, option or other derivative financial instrument offering), (ii) one or more issuances of debt securities by DLR or its affiliates, whether in a publicly registered or “Rule 144A/Regulation S” offering, (iii) amendments to DLR’s or its affiliates’ existing credit facilities to increase available or add borrowers thereunder, in each case, to the extent DLR determines to seek any such assistance financing in order to fund all or a portion of its cash needs in respect of the transactions contemplated by the purchase agreement, including payment of any cash consideration, transaction expenses or the redemption, defeasance, repurchase and/or payoff of INXN’s or its subsidiaries’ indebtedness on or after the closing date and provides written notice of such determination to INXN including a reasonably detailed description of such financing, or (iv) any other public offering by DLR of its debt or equity securities (any such financings we refer to as the financing). Such cooperation includes INXN and its subsidiaries using their reasonable best efforts to, among other things: • furnish (x) audited consolidated statements of financial position and related consolidated income statements and consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows of INXN and its subsidiaries for the three most recently completed fiscal years ended at least one-hundred-twenty (120) days prior to the anticipated date of such financing and unaudited condensed consolidated interim statements of financial position and related condensed consolidated interim income statements and condensed consolidated interim statements of comprehensive income, changes in shareholders’ equity and cash flows of the INXN and its subsidiaries for any fiscal quarter (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements and at least sixty (60) days prior to the anticipated date of such financing (and the corresponding periods of the prior fiscal year), (y) as promptly as reasonably practical, all financial data, audit reports and other financial information of INXN and its subsidiaries of the type required by the SEC’s Form 20-F promulgated under the Exchange Act and other accounting rules and regulations of the SEC as may reasonably be requested of the type and form customarily included in registered public offerings or private placement memoranda pursuant to Rule 144A of the Securities Act and, in the case of private placement memoranda, subject to customary exceptions, and (z) all information with respect to INXN Table of Contents necessary for DLR and Buyer to prepare any pro forma financial statements required to be included in any such offering document (including (A) to the extent an audited consolidated statement of financial position and related consolidated income statements of INXN as of and for the annual periods presented by DLR in preparing any such pro forma financial statements are not available, furnishing to DLR an unaudited consolidated statement of financial position and related consolidated income statements of INXN as of and for such periods presented by DLR and (B) such financial information as DLR may reasonably request in order to permit DLR to complete any required reconciliation from IFRS to GAAP and any required reclassifications to conform to DLR’s financial statement presentation), it being understood that the preparation of pro forma financial statements and the pro forma adjustments to be presented shall be the responsibility of DLR and Buyer (the information referred to in clauses (x), (y) and (z), collectively referred to herein as the “financing information”); provided, that such financing information shall be limited to the type of information that would be required in connection with a registered public offering, or in the case of an offering conducted under Rule 144A, customarily included in a private placement memorandum conducted under Rule 144A; • cause its independent registered public accounting firm to reasonably cooperate with any financing sources consistent with such independent registered public accounting firm’s customary practice and obtain customary accountants’ “comfort letters” (including customary “negative assurances”) with respect to the information provided pursuant to clause (x) in the bullet immediately above and customary consents to the inclusion of audit reports in connection with the financing and participation by INXN’s independent registered public accounting firm in due diligence sessions conducted in connection with the provision of such comfort letters and consents, and provide any necessary management representation letters to its independent registered public accounting firm in connection with the foregoing; • provide information (A) related to INXN and its subsidiaries reasonably necessary to assist DLR or any of its affiliates, and assist DLR and its affiliates, in the preparation of one or more customary confidential information memoranda, offering memoranda or prospectuses and (B) reasonably necessary to assist DLR or any of its affiliates in its preparation of customary material relating to INXN and its subsidiaries for rating agency presentations or as otherwise reasonably requested by DLR or the financing sources in connection with the syndication or other marketing of the financing; • subject to certain limitations, provide the reasonable use by DLR and its affiliates of INXN’s and its subsidiaries’ logos for syndication and underwriting, as applicable, of the financing (subject to advance review of and consent of INXN with respect to such use); • cause senior management and representatives, with appropriate seniority and expertise, to participate in due diligence sessions, and otherwise cooperate with the financing sources’ documentary due diligence, to the extent customary and reasonable; provided that senior management shall not be required to attend any such meetings on more than three days in the aggregate; • provide, at least three business days prior to the acceptance time, all documentation and other information about INXN and its subsidiaries as is required by applicable “know your customer” and anti-money laundering and anti-corruption rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested by any financing source at least ten business days prior to the anticipated acceptance time; • cooperate with DLR’s and Xxxxx’s legal counsel in connection with any legal opinions that may be required to be delivered in connection with the financing; • cooperate with DLR, Buyer and any financing sources to ensure that, to the extent practicable and appropriate, any syndication efforts in connection with the financing benefit from INXN’s and its subsidiaries’ existing financing relationships; • supplement the written or formally presented information (other than projections and other forward looking materials and information of a general economic or industry specific nature) provided by Table of Contents INXN or its subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect as soon as reasonably practicable after gaining knowledge thereof; and • take any action or consummate any other transaction reasonably requested by DLR and Buyer, contingent upon the occurrence of the closing, that facilitates an efficient debt financing and security structure following the implementation of the transactions contemplated by the purchase agreement. However, neither INXN nor any of its subsidiaries nor any of their respective affiliates or representatives shall be required to take any of the following actions that is not contingent on the closing: (A) pay any out-of-pocket fee or expense or incur any other material liabilities for which INXN is not promptly reimbursed by DLR or Buyer, (B) pay any commitment or other fees, in each case, in connection with any financing, (C) give any indemnities in connection with any financing, (D) take any action that, in the good faith determination of INXN, would unreasonably interfere with the conduct of the business of INXN and its subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of INXN or any of its subsidiaries, (E) provide (i) any information the disclosure of which is prohibited or restricted under applicable law or subject to legal privilege, or, subject to compliance by the parties with the Securities Act or the Exchange Act, that is confidential or proprietary to the providing party or (ii) any information with respect to which INXN or any of its subsidiaries owes a duty of confidentiality to a third party (it being understood, in that case, that INXN shall, to the extent permitted by such duty of confidentiality, inform DLR that it is not providing certain information as a result of such a duty and shall use reasonable best efforts to obtain the consent of such third party to INXN’s and its subsidiaries’ disclosure of such information to DLR, Buyer and its financing sources), (F) take any action that would conflict with or violate its organizational documents or any applicable law or would conflict with or result in a violation or breach of, or default under, any material agreement to which INXN or any of its subsidiaries is a party, (G) adopt any resolution prior to the closing or (H) take any action that would be reasonably expected to cause the Cole Subsidiaries any director, officer or employee of INXN or any of its subsidiaries to incur any personal liability. DLR and Buyer shall, promptly upon request by XXXX, reimburse INXN for all reasonable and documented out-of-pocket costs and expenses incurred by INXN, its subsidiaries and its and their respective Representatives representatives in connection with their respective obligations to provide such assistance) cooperate with respect to the financing. DLR shall indemnify and hold harmless INXN, its subsidiaries and their respective representatives, from and against any and all losses suffered or incurred by any of them in connection with any debt financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by INXN or any of its subsidiaries for use in any such financing), except to the “Debt Financing”) extent such losses were suffered or incurred as is a result of the gross negligence or willful misconduct of INXN or any of its subsidiaries. INXN shall, and shall cause its subsidiaries to, promptly deliver all notices, reasonably cooperate with DLR and take all other actions reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources DLR to facilitate the satisfaction on a timely basis termination at, or, at the option of DLR, following, the closing of all conditions precedent commitments in respect of all indebtedness of INXN and its subsidiaries under its revolving facility agreements, the repayment in full on, or, at the option of DLR, following, the closing date (or in the case of any letters of credit, cash collateralization, to obtaining the extent that DLR shall not have entered into an alternative arrangement with the issuing bank) of all obligations in respect of all such Debt Financing; (vi) taking indebtedness under, and the release on, or, at the option of DLR, following, the closing date of any liens securing all actions as may be reasonably requested by Spirit or its Financing Sources such indebtedness and guarantees in connection with the repayment therewith. In furtherance and not in limitation of the existing Indebtedness of Cole; (vii) causing foregoing, INXN and its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will subsidiaries shall use its reasonable best efforts and shall reasonably cooperate with DLR to provide, obtain and cause its Representatives deliver to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, DLR at least two business days prior to the Closingclosing date an executed conditional payoff letter with respect to all such indebtedness, in form and substance customary for transactions of this type, from the applicable agent on behalf of the persons to whom such indebtedness is owed, each of which payoff letters together with any related release documentation shall, among other things, include the payoff amount and provide that liens (and guarantees), if any, granted encumbering the assets, rights and properties of INXN and its subsidiaries securing such indebtedness shall, upon the payment of the amount set forth in the applicable payoff letter at or prior to the closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesreleased and terminated.

Financing Cooperation. (a) Cole agrees Upon the request of IRT, the Seller Parties shall use their commercially reasonable efforts, at IRT’s sole cost and expense, to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents cooperation as may be reasonably requested by SpiritIRT in connection with its efforts to consummate the IRT Equity Offering; (v) taking provided that such actions as are cooperation does not unreasonably interfere with the ongoing operations of the Seller Parties. Such commercially reasonable efforts shall include, to the extent reasonably requested by Spirit or its Financing Sources IRT, (a) making available to facilitate IRT appropriate personnel of the satisfaction on a timely basis of all conditions precedent Seller Parties, (b) providing, as promptly as reasonably practicable, information relating to obtaining such Debt Financing; (vi) taking all actions as may be the Business and the Advisor to the extent reasonably requested by Spirit IRT to assist in preparation of customary offering or its Financing Sources information documents to be used for the completion of the IRT Equity Offering, and (c) assisting IRT in obtaining customary comfort letters and consents of the independent accountants of the Seller Parties, including with respect to the auditor consents in connection with any filings with the U.S. Securities and Exchange Commission. IRT shall promptly, upon request by the Seller Parties, reimburse the Seller Parties for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Seller Parties or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 6.09, and shall indemnify and hold harmless the Seller Parties, the Advisor and their respective Affiliates and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the repayment consummation of the existing Indebtedness of Cole; IRT Equity Offering and any information used in connection therewith (vii) causing its independent auditors and other Representatives to cooperate with than information provided by the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in partSeller Parties, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Advisor or any Cole Subsidiary shallof their respective Affiliates) and all other actions taken by the Seller Parties, prior the Advisor and their respective Affiliates and their respective Representatives pursuant to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources6.09.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, the Company shall, and shall cause its Subsidiaries to, use, and shall use their reasonable best efforts to cause the Cole Subsidiaries officers, employees, advisors and other Representatives of the Company and its and their respective Representatives Subsidiaries, to use reasonable best efforts to provide such assistance) with any debt financing (to the “Debt Financing”) as is Buyer Parties, at Parent’s sole expense, all cooperation reasonably requested by Spirit. Such assistance shall includethe Buyer Parties in connection with its arrangement of debt financing, but not be limited to, the following: including (i) participation infurnishing the Buyer Parties and the providers thereof such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Buyer Parties, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, such financing and the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel of the Company and other members of senior management and Representatives inof the Company reasonably requested thereby), presentations, road shows, due diligence sessions, drafting sessions and reasonable assistance withsessions with rating agencies in connection with such financing (including assisting Parent in obtaining corporate and debt facilities ratings to the extent reasonably requested by Parent), (iii) assisting the Buyer Parties and the providers of such financing in the preparation of customary offering memoranda, bank information memoranda, rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery lender presentations relating to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; financing, (iv) participation by Cole’s senior management cooperating with the marketing efforts of the Buyer Parties and Representatives in the negotiationproviders of such financing for all or any portion of such financing, execution (v) providing and delivery of any Debt Financing executing documents as may be reasonably requested by Spirit; Parent (vwith reasonable prior notice), including, (A) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources authorization letters, confirmations and undertakings in connection with the financial information, the offering memoranda and the bank information memoranda (including with respect to presence or absence of material non-public information and the accuracy of the information contained therein), (B) documents relating to the repayment of the existing Indebtedness indebtedness of Cole; the Company and its Subsidiaries, if any, and the release of related liens, including customary payoff letters, if any, (C) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, (D) a certificate of the Chief Financial Officer of the Company with respect to solvency matters and (E) agreements, documents or certificates that facilitate the creation, perfection or enforcement of liens securing such financing as requested by the Buyer Parties or the providers of such financing, (vi) providing all relevant information with respect to the collateral and providing reasonable access to the Buyer Parties and the providers of such financing to allow them to conduct audit examinations and appraisals with respect to such collateral, (vii) causing executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral, (viii) using reasonable best efforts to satisfy the conditions precedent set forth in any documentation relating to such financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company and its independent auditors and other Representatives Subsidiaries, (ix) using reasonable best efforts to cooperate with the Debt Financing; due diligence investigation of the providers of such financing, to the extent customary and reasonable and not unreasonably interfering with the business of the Company, and (viiix) taking using commercially reasonable efforts to obtain accountant’s comfort letters and legal opinions reasonably requested by the Buyer Parties or the providers of financing and customary for financings similar to such actions as may financing; provided, however, that, irrespective of the above, no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than the authorization and representation letters referred to above) shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required permit to take any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to financeaction under any such certificate, in part, document or instrument that is not contingent upon the Closing on (including the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may entry into any agreement that is effective before the Effective Time) or that would be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, effective prior to the Closing, Effective Time. Neither the Company nor any of its Subsidiaries shall be required to take any action pursuant to this Section 6.13(a) that would (w) subject it to actual or potential liability (including any indemnification obligation) prior to the Closing for which it would not be indemnified hereunder or a separate undertaking entered into between Parent and the Company, or (x) require it to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs), (y) waive, amend or breach any terms of this Agreement or (z) conflict with, violate or result in any breach of or default under any organizational documents of the Company or any of its Subsidiaries, any Contract or any Law. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective officers, employees, advisors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the existing Indebtedness arrangement of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by such financing (including any action taken by in accordance with this Section 6.13(a)) and any Cole Party at information utilized in connection therewith (other than historical information relating to the request of Spirit Company or its Financing SourcesSubsidiaries provided by the Company in writing specifically for use in the financing offering documents). Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.13(a). The Company hereby consents to the use of their and their Subsidiaries’ logos in connection with such financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of their Subsidiaries.

Financing Cooperation. (a) Cole The Company agrees to use commercially reasonable efforts to provide such assistance (and to cause the Cole Subsidiaries Company Subsidiaries’ and its and their respective Representatives to provide such assistance) at the Buyer’s sole cost and expense, with any debt financing (Financing Sources in connection with the “Debt Financing”) Transactions as is reasonably requested by Spiritthe Buyer and in connection with the arrangement and consummation of the Equity Financing. Such assistance shall include, but not be limited to, include the following: (i) participation inas promptly as reasonably practicable, furnishing the Buyer and the Financing Sources with financial and other pertinent information that are in the possession or control of the Company or the Company Subsidiaries, regarding the Company and the Company Subsidiaries that are deemed necessary in the Buyer’s reasonable assistance withjudgment, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, reasonably assisting with the preparation of lender and investor presentations, rating agency presentations presentations, and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit similar documents and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiationmaterials, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment proposed financing and otherwise reasonably cooperating with the marketing efforts of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole Buyer and the Cole Subsidiaries Financing Sources for any portion of such financing, as applicable, including providing the business description to be made available to financecontained therein and providing and executing customary authorization letters with respect thereto, (iii) participating in a reasonable number of meetings, drafting sessions, due diligence meetings and presentations with prospective lenders, and sessions with ratings agencies, in part, the Closing on the Closing Date. Cole will use its each case upon reasonable best efforts to provide, notice and cause its Representatives to provide, to Spirit at mutually agreeable dates and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment times in connection with the existing Indebtedness of Cole. None Equity Financing, (iv) delivering to the Buyer, within the time period specified in any debt commitment letter, all documentation and other information relating to the Company and the Company Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information is deemed necessary by any Financing Source, (v) cooperating with the Financing Sources’ reasonable due diligence investigation and evaluation of the representations, warranties or covenants assets and properties of the Cole Parties shall Company and the Company Subsidiaries for the purpose of establishing collateral arrangements and otherwise reasonably facilitating the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing) (including obtaining for delivery at or immediately following the Closing the certificates representing equity interests constituting collateral) and (vi) executing and delivering as of (but not before) the Closing definitive debt financing documents (which will not be effective before the Closing), including credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents (including intellectual property filings with respect to intellectual property constituting collateral), corporate authorizations, secretary’s certificates (attaching such corporate authorizations, organizational documents and evidence of incumbency) or other certificates or documents, to the extent deemed necessary by the Buyer and otherwise using commercially reasonable efforts to apply tofacilitate the granting or perfection of collateral to secure any portion of the financings contemplated by the any debt commitment letters (or any permitted replacement thereof). The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or deemed breached disparage the Company or violated by, the Company Subsidiaries or the reputation or goodwill of the Company or any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesCompany Subsidiaries.

Financing Cooperation. (a) Cole agrees Until the Completion, Covidien shall use its reasonable best efforts, and shall cause each of its Subsidiaries to provide such assistance (use its reasonable best efforts, and to shall cause the Cole Subsidiaries and its and their respective Representatives officers, employees and advisors and other Representatives, including legal and accounting advisors, of Covidien and its Subsidiaries to use their reasonable best efforts, to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit Medtronic and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents assistance as may be reasonably requested by SpiritMedtronic that is customary in connection with the arranging, obtaining and syndication of the Financing, 104 including using reasonable best efforts with respect to: (i) participating in and assisting with the syndication or other marketing of the Financing, including, but not limited to, (A) the direct participation by the senior management of Covidien in meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, (B) assisting with the preparation of materials for registration statements, offering documents, private placement memoranda, bank information memoranda, prospectuses (collectively, “Marketing Material”) and due diligence sessions related thereto and (C) the delivery of customary authorization letters, confirmations, and undertakings in connection with the Marketing Material; (ii) timely furnishing Medtronic and its Financing Sources with financial and other information (collectively, the “Financing Information”) with respect to business, operations, financial condition, projections and prospects regarding Covidien and its Subsidiaries as may be reasonably requested by Medtronic or its Financing Sources and are customary to assist in preparation of Marketing Material, including all financial statements and financial and other data in respect of Covidien and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act if the Financing were registered on Form S-1 under the Securities Act, including audits thereof to the extent so required (which audits shall be unqualified); (iii) providing to legal counsel and its independent auditors such documents and other information relating to Covidien and its Subsidiaries as may be reasonably required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating to the Financing; (iv) causing its independent auditors to cooperate with the Financing and using reasonable efforts to obtain the consents of its independent auditors for use of their reports on the audited financial statements of Covidien and to references to such independent auditors as experts in any Marketing Material and registration statements and related government filings filed or used in connection with the Financing; (v) obtaining Covidien’s independent auditors’ customary comfort letters and assistance with the due diligence activities of the Financing Sources; (vi) ensuring that the Financing benefits from the existing lender relationships of Covidien and its Subsidiaries; (vii) executing and delivering the definitive documentation in connection with the Financing to which any member of the Covidien Group is a party; (viii) taking such actions as that are reasonably requested by Spirit Medtronic or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt the Financing; (viix) taking all actions as may be providing documents reasonably requested by Spirit Medtronic or its the Financing Sources relating to the repayment, refinancing or amendment of any indebtedness or other obligations of Covidien or any of its Subsidiaries to be repaid, refinanced or otherwise amended on the Completion Date and the release of related liens and/or guarantees effected thereby, including customary payoff letters and (to the extent required) evidence that notice of any such repayment has been timely delivered to the holders of such indebtedness, in each case in accordance with the terms of the definitive documents governing such indebtedness; (x) procuring consents to the reasonable use of all of Covidien’s logos in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viiixi) taking providing such actions documentation 105 and other information about Covidien and its Subsidiaries as may be required permit any cash is reasonably requested in writing by Medtronic in advance of the Completion Date in connection with the Financing that relates to applicable “know your customer” and marketable securities of Cole anti-money laundering rules and the Cole Subsidiaries to be made available to financeregulations, in partincluding without limitation, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so USA PATRIOT ACT; provided that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, (A) none of Cole or Covidien nor any Cole Subsidiary shall, prior to the Closing, of its Subsidiaries shall be required to (i) pay any commitment or similar other fee or make incur any liability (other payment than third-party costs and expenses that are to be promptly reimbursed by Medtronic upon request by Covidien under Clause 7.10(b)) in connection with the existing Indebtedness of Cole. None Financing prior to the Completion Date, or (ii) without limitation of the representationsforegoing, warranties execute any definitive financing documents (except customary secretary and officer certificates or covenants similar customary certificates, which will not be effective prior to the Completion Date, and the authorization letter delivered pursuant to the foregoing clause (i)(C)) prior to the Completion Date or any other agreement, certificate, document or instrument that would be effective prior to the Completion Date, (B) the Covidien Board and officers of Covidien and the directors and officers of the Cole Parties Subsidiaries of Covidien shall not be deemed required prior to apply tothe Completion Date to (i) adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained or deemed breached (ii) take any corporate actions to permit the consummation of the Financing, and (C) nothing in this Clause 7.10(a) shall require cooperation to the extent that it would interfere unreasonably with the business or violated by, operations of Covidien or its Subsidiaries. Medtronic shall cause all non-public or other confidential information provided by or on behalf of Covidien or any of its Subsidiaries or Representatives pursuant to this Clause 7.10 to be kept confidential in accordance with the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesConfidentiality Agreement.

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause From the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation date of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on this Agreement until the Closing Date. Cole will , the Company agrees to use its reasonable best efforts to provide, and shall use reasonable best efforts to cause its Representatives Subsidiaries and its and their officers, directors and employees to use reasonable best efforts to provide, to Spirit and its financing sources in each case at Parent’s sole expense, such information cooperation as may be necessary so that reasonably requested by Parent in connection with the arrangement of any debt financing by Parent in connection with the transactions contemplated by this Agreement, including any consent or amendment under the Existing RBC Credit Facility (the “Debt Financing”), including using reasonable best efforts to: (i) furnish to Parent historical financial information pertaining to Cole of the Company and its Subsidiaries reasonably requested in connection with the Debt Financing, (ii) assist with the preparation of definitive documents for the Debt Financing and the Cole Subsidiaries is complete schedules and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinexhibits thereto, in each case, as may be reasonably requested by Parent, (iii) cooperate with Parent in facilitating the light pledge of collateral and delivering original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such pledging of collateral will be effective until at or after the circumstances Closing and that such delivery of originals shall occur at or after the Closing), and (iv) provide Parent, at least three (3) Business Days prior to the Closing Date all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Parent at least ten (10) Business Days prior to the Closing Date that is required in connection with the Debt Financing by U.S. regulatory authorities under which such statements are madeapplicable “know-your-customer”, not misleadingbeneficial ownership and anti-money laundering rules and regulations, including the Patriot Act. Notwithstanding the foregoing, (A) such requested cooperation shall not (i) unreasonably disrupt or interfere with the operations of the Company or its Subsidiaries or (ii) cause competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (B) nothing in this Section 5.16 shall require cooperation to the extent that it would reasonably be expected to (x) cause any condition to the Closing set forth in Article VI to not be satisfied, (y) increase materially the risk of any such condition not being satisfied or the satisfaction thereof being materially delayed, 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, (2) incur or assume any liability in connection with the Debt Financing prior to the Effective Time, (3) provide access to or disclose information where the Company determines that such access or disclosure would reasonably be likely to jeopardize the attorney-client privilege or contravene any applicable Law or contract or (4) take any action that will conflict with or violate their respective certificate of incorporation, by-laws or comparable organizational documents or result in the contravention of and (D) none of Cole the Company, its Subsidiaries or their respective directors, officers or employees shall be required to execute, deliver or enter into, or perform any Cole Subsidiary shallagreement, document or instrument with respect to any Debt Financing that is effective prior to the Closing, be required . The Company hereby consents to pay any commitment or similar fee or make any other payment the use of its and its Subsidiaries’ logos in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or deemed breached or violated by, any of disparage the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit Company or its Financing SourcesSubsidiaries.

Financing Cooperation. (a) Cole agrees to provide such assistance (From the date of this Agreement until the Closing, the Company shall use its reasonable best efforts, and to shall cause the Cole its Subsidiaries and its and their respective Representatives Representatives, to use reasonable best efforts, to provide such assistance) Buyer with all customary cooperation, at the Buyer’s sole expense, reasonably requested by the Buyer in connection with the arrangement of any debt financing by the Buyer in connection with the transactions contemplated by this Agreement (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include), but not be limited to, including using reasonable best efforts for the following: (i) participation direct the appropriate senior officers of the Company to participate in, upon reasonable advance notice and at mutually agreeable times, a reasonable assistance number of meetings, conferences calls, lender due diligence presentations, similar presentations to, and with, Debt Financing Sources (including direct contact between senior management and the marketing efforts related to any such other representatives of the Company, on the one hand, and the actual and potential Debt Financing; Financing Sources, on the other hand) and sessions with rating agencies or other customary syndication activities, (ii) participation by Cole’s if requested, designate one or more members of senior management of the Company to execute customary authorization letters with respect to the Debt Financing authorizing the distribution of information to prospective lenders or investors and Representatives incontaining customary representations with respect to any information memoranda, (iii) provide, on a confidential basis, to the Buyer and reasonable assistance withthe Debt Financing Sources, the financial statements and such financial and operating information regarding the Company and its Subsidiaries reasonably requested by the Buyer in connection with the Debt Financing, (iv) assist the Buyer with the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, but not execution and delivery prior to the Closing Date) of any Debt Financing definitive financing documents and customary officer’s certificates (including a customary solvency certificate from the chief financial officer of the Company) as may be reasonably requested by Spirit; the Buyer, provided that no obligation of the Company and its Subsidiaries under any such document or agreement shall be effective until the Closing, (v) taking reasonably cooperate with the Buyer in facilitating the pledge of collateral and delivering original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such actions as are pledging of collateral will be effective until at or after the Closing and that such delivery of originals shall occur at or after the Closing), (vi) provide, at least two (2) Business Days prior to Closing, the Payoff Letters and other documents reasonably requested by Spirit or its the Buyer and/or the Debt Financing Sources relating to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness for Borrowed Money to be paid off at Closing and the release of Cole; related guarantees and Liens in connection therewith, (vii) causing its independent auditors provide, at least five (5) Business Days prior to the Closing Date, all documentation and other Representatives information relating to cooperate with the Company and its Subsidiaries required by bank regulatory authorities under applicable “know-your-customer”, beneficial ownership, anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Buyer or any Debt Financing Source in writing, at least ten (10) Business Days prior to the Closing Date and (viii) provide assistance in obtaining all corporate, limited liability company or similar actions reasonably requested by the Buyer to permit the consummation of the Debt Financing; provided that nothing in this Agreement (including this Section 7.11) will require the Company or any of its Subsidiaries or their respective directors, officers and employees to (viiiA) taking such actions as may be required permit take any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinaction that, in the light good faith determination of the circumstances under which such statements are madeCompany, not misleading. Notwithstanding would unreasonably interfere with the foregoingconduct of the business or operations of the Company and its Subsidiaries, none of Cole taken as a whole, (B) enter into or approve the Debt Financing or any Cole Subsidiary shalldefinitive agreement, certificate or other document for the Debt Financing that would be effective prior to the Closing (other than customary authorization letters as set forth in clause (ii) above), (C) waive or amend any terms of this Agreement, (D) cause any condition set forth in Article VIII to not be satisfied, (E) give any indemnities that are effective prior to the Closing, (F) take any action that (I) conflicts with any Law or the organizational documents of the Company or any of its Subsidiaries existing on the date hereof, or that conflicts with or would result in a breach of or a default under any Contract existing on the date hereof, (II) would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to allow for such access or disclosure to the extent that it does not result in a loss of any such attorney-client privilege) or (III) would require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Buyer will reimburse such cost, expense or fee), or (G) deliver any legal opinion or negative assurance letter; provided, further, that (x) no personal liability shall be imposed on any of the employees of any of the Company and its Subsidiaries involved in the foregoing cooperation and (y) the Company and its Subsidiaries will not be required to pay any commitment or similar fee other fees or make reimburse any other payment expenses in connection with the existing Indebtedness of ColeDebt Financing prior to the Closing. None In addition, no action, Liability or obligation of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated byCompany, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the actions Debt Financing (other than customary authorization letters as set forth in clause (ii) above) will be effective until the Closing, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing. Nothing in this Section 7.11 will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion (including any accountants’ cold comfort letters or reliance letters) or take any other action under this Section 7.11 that could reasonably be expected to result in personal Liability to such officer or Representative or (B) the Company’s board of directors (or special committee or other governing body) to approve any financing or Contracts related thereto prior to the Closing. The Buyer shall (1) promptly on demand reimburse the Company and its Subsidiaries for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred or otherwise payable by the Company and its Subsidiaries or any of its respective Representatives in connection with their cooperation contemplated by this Section 7.18 7.11 and (2) indemnify and hold harmless the Company and its Subsidiaries, their Affiliates and their Representatives, successors and assigns of each of the foregoing Persons from and against any and all liabilities, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties, amounts paid in settlement or losses suffered or incurred by them in connection with the arrangement of the Debt Financing (including actions taken in accordance with this Section 7.11) or any action taken information (other than information furnished by or on behalf of the Company and its Subsidiaries) utilized in connection therewith, except, in each case, to the extent arising from the willful misconduct, bad faith or gross negligence of the Company and its Subsidiaries or any Cole Party at of their respective Representatives, as determined in a final and non-appealable judgment by a court of competent jurisdiction. The Company hereby consents to the request use of Spirit the logos of the Company and its Subsidiaries in connection with the Debt Financing; provided, that such logos shall (x) be used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the Company and its Financing SourcesSubsidiaries or their reputation or goodwill and (y) be used solely in connection with a description of the Company or any of its Subsidiaries, its or their respective businesses and products, or the transactions contemplated hereby.

Financing Cooperation. (a) Cole agrees to provide such assistance (7.16.1. During the Interim Period, the Company shall, and to shall cause the Cole Subsidiaries and its Group Companies and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, use their respective reasonable best efforts to reasonably cooperate with Buyer in connection with the following: (i) participation in, and reasonable assistance with, arrangement of the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritBuyer. Such cooperation shall include using reasonable best efforts to take the following actions: (i) furnishing Buyer and its Financing Sources with such financial and other reasonably pertinent information regarding the Group Companies as is reasonably requested by Buyer or the Financing Sources, (ii) reasonably assisting with (A) the preparation of pro forma financial information proposed or necessary to be included in any offering memoranda, private placement memoranda, prospectuses, rating agency presentations, bank information memoranda, “public” and “private” marketing materials and similar documents, and (B) projections or other forward looking statements (it being understood that the Buyer shall remain responsible for the preparation of all such financial information, projections, and other forward looking statements); (iii) making appropriate officers and executive employees reasonably available to participate in meetings, conference calls, presentations, due diligence sessions, road shows and drafting sessions, and to reasonably assist in the preparation of offering memoranda, private placement memoranda, prospectuses, rating agency presentations, bank information memoranda, “public” and “private” marketing materials and similar documents; (iv) providing Buyer at least five (5) Business Days prior to the Closing Date with customary requested documentation and other customary requested information with respect to the Group Companies as is reasonably requested in writing by Buyer in connection with the Financing and required by regulatory authorities under applicable “know-your-customer” and Money Laundering Laws; (v) taking such actions as are reasonably requested by Spirit assisting in the preparation of, and executing and delivering, customary definitive financing documentation (including disclosure schedules), guarantees and grants or its Financing Sources to facilitate the satisfaction on a timely basis pledges of all conditions precedent to obtaining such Debt Financingcollateral; (vi) taking all actions as may be reasonably requested by Spirit or its obtaining assistance (including consenting to the use of their audit reports in materials relating to the Financing Sources and issuing “comfort letters”, in connection each case, on customary terms) from the Company’s independent accountants with respect to financial information customarily derived from the repayment financial statements of the existing Indebtedness of ColeCompany and other financial information customarily included in an offering document; (vii) causing its independent auditors and the chief financial officer or other Representatives authorized officer with similar 77 responsibilities of the Company (who is or will be such officer immediately after effect to cooperate the Closing) to deliver a customary certificate with respect to financial information customarily contained in an offering document that is not covered by a “comfort” letter; (viii) cooperating in the Debt Financingreplacement or backstop of any applicable outstanding letters of credit issued; and (viiiix) taking such reasonable corporate or organizational actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact reasonably necessary to make permit the statements contained therein, in the light consummation of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesFinancing.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, and subject to the terms and conditions of this Agreement, the Sellers shall use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause the Cole Subsidiaries and its Subject Companies and their respective Representatives officers, managers, directors (or equivalent) and employees and representatives to provide such assistanceuse commercially reasonable efforts to provide, customary cooperation (to the extent consistent with this Agreement) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources Buyer, and at Buyer’s sole cost and expense, in connection with the repayment arrangement of the existing Indebtedness Debt Financing contemplated by the Debt Commitment Letter, including by (i) furnishing Buyer and its Debt Financing Sources with the Required Information under clause (x) thereof and using commercially reasonable efforts to furnish Buyer and its Debt Financing Sources with the Required Information under clause (y) thereof, (ii) using commercially reasonable efforts to participate in a reasonable number of Cole; meetings, rating agency meetings and due diligence sessions and sessions with prospective Debt Financing Sources and potential lenders of the Debt Financing, at times and at locations reasonably acceptable to the Transferred Companies, including direct contact between management with appropriate seniority and expertise of the Subject Companies, on the one hand, and the actual and potential Debt Financing Sources and potential lenders of the Debt Financing, on the other hand, (iii) assisting with the preparation of customary rating agency presentations, lender presentations (including “public” versions thereof), bank information memoranda (including “public” versions thereof), and other similar documents, and using commercially reasonable efforts to identify any portion of the information that constitutes material non-public information, and delivering customary authorization letters with respect to the bank information memoranda relating to the Debt Financing, (iv) at least three (3) Business Days prior to the Closing Date, furnishing all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, that has been requested by Buyer at least nine (9) Business Days prior to the Closing Date, (v) using commercially reasonable efforts to take corporate actions reasonably necessary to permit the consummation of the Debt Financing, (vi) using commercially reasonable efforts to permit the Debt Financing Sources to evaluate the Subject Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, (vii) causing its independent auditors and other Representatives using commercially reasonable efforts to cooperate with Buyer in its efforts to obtain surveys, appraisals, non-invasive environmental reports, title insurance and insurance certificates at the expense of and as reasonably requested by Buyer or the Debt Financing Sources, (viii) using commercially reasonable efforts to cooperate with Buyer to satisfy the conditions precedent set forth in the Debt Financing Documents to the extent the satisfaction of such condition requires the cooperation of, and is within the control of, the Transferred Companies and their Subsidiaries, (ix) executing and delivering the definitive agreements with respect to the Debt Financing (including guarantee and collateral documents and customary closing certificates with respect to the Debt Financing; and ) (viiiexcluding, for the avoidance of doubt, any solvency certificates) taking such actions as may be required permit by the Debt Financing and assisting with the preparation of any cash related schedules thereto (including, without limitation, providing information in the possession of, or reasonably ascertainable by, the Subject Companies in connection therewith) and marketable securities (x) taking reasonable steps to facilitate the pledging of, and granting of Cole Liens on, collateral for the Debt Financing, including by assisting with obtaining releases of existing Liens of the Transferred Companies and their Subsidiaries (to the Cole Subsidiaries extent not contemplated under this Agreement to survive the consummation of the Closing). The obligations of the Sellers under this Section 4.12 shall not, (i) unreasonably disrupt or interfere with the business or operations of the Sellers or the Subject Companies; (ii) nothing in this Section 4.12 shall require cooperation to the extent that it would cause any condition to the Closing set forth in Section 6.1 or Section 6.2 to not be made available to financesatisfied or otherwise cause any breach of this Agreement or conflict with or violate any Organizational Document or material Contract of the Sellers or any Transferred Company or any of their respective Affiliates, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are madeeach case, not misleading. Notwithstanding entered into in contemplation of avoiding the foregoingrequirements of this Section 4.12; (iii) require the Sellers, none of Cole any Transferred Company or any Cole Subsidiary shall, prior to the Closing, be required of their respective Affiliates to pay any commitment or other similar fee or make incur or assume, prior to the Closing Date, any other payment liability, or provide or agree to provide any indemnity, in each case, that is not contingent upon the Closing (except, for the avoidance of doubt, with respect to customary authorization letters set forth in clause (iii) of the immediately preceding sentence), and in each case, in connection with the existing Indebtedness of Cole. None financings contemplated by the Debt Financing Documents or the Debt Financing (other than to the extent reimbursed or indemnified by the Buyer pursuant to this Section 4.12); (iv) require the directors or managers (or equivalent) of the representationsSellers or any Transferred Company or any of their respective Affiliates, warranties acting in such capacity, to adopt any resolutions or covenants consents to approve or authorize the Debt Financing except to the extent such resolutions or consents are effective on or after the occurrence of the Cole Parties Closing; (v) require the Sellers or any Transferred Company or any of their respective Affiliates or their respective directors (or equivalent), managers, officers or employees to execute, deliver or enter into any agreement, document, certificate or instrument with respect to the Debt Financing except to the extent it is contingent upon the Closing or would not be effective prior to the Closing (other than customary authorization letters set forth in clause (iii) of the immediately preceding sentence); (vi) require the Sellers, any Transferred Company or any of their respective Affiliates or their respective officers, managers, directors (or equivalent), employees or representatives to provide access to or disclose information that is subject to attorney-client privilege or the disclosure of which would result in the breach of any confidentiality requirements applicable to the Sellers, the Transferred Companies or any of their respective Affiliates under contracts that were not entered into in contemplation of avoiding the requirements of this Section 4.12; (vii) require the officers, managers, directors (or equivalent), employees, accountants, legal counsel or other representatives of the Subject Companies or the Sellers to incur any personal liability; or (viii) require the Sellers, any Transferred Company or any of their respective Affiliates or their respective officers, managers, directors (or equivalent), employees or representatives to provide (and, in the case of clauses (1) and (2), Buyer shall be responsible for) (1) pro forma financial statements or any pro forma information, including any pro forma adjustments (other than, for the avoidance of doubt, available information reasonably requested and necessary for Buyer to prepare an unaudited pro forma balance sheet and related unaudited pro forma statement of operations in accordance with GAAP as of and for the twelve-month period ending on the last day of the most recently completed fiscal period for which financial statements are delivered pursuant to clause (x) of Required Information, which need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting), (2) projections or other forward-looking statements relating to any component of the Debt Financing or (3) financial statements other than pursuant to clause (x) of Required Information. Sellers hereby consent to the reasonable use of the Transferred Companies’ and their Subsidiaries’ logos in connection with the Debt Financing so long as such logos are used in a manner that is not intended to, nor reasonably likely to, harm or disparage Sellers or any of the Subject Companies or their respective reputation or goodwill. Notwithstanding anything in this Agreement (including the foregoing) to the contrary, it is understood and agreed that the condition set forth in Section 6.2(b), as applied to the Sellers’ obligations under this Section 4.12, shall be deemed to apply tobe satisfied unless the failure to perform or observe any covenants, obligations or deemed breached or violated by, any other agreements contained in this Section 4.12 is the proximate cause of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Debt Financing Sourceshaving not been obtained.

Financing Cooperation. (a) Cole agrees to provide such assistance (The Company shall, and to shall cause the Cole Company Subsidiaries to, and shall cause its and their respective Representatives to to, provide such assistance) with any debt financing (the “Debt Financing”) as is all cooperation reasonably requested by Spirit. Such assistance shall includeParent in connection with any financing arrangements (including, but not be limited towithout limitation, the following: (iassumptions, guarantees, amendments, restatements supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as Parent may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably determine necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources advisable in connection with the repayment completion of the existing Indebtedness Merger or the other Transactions. Such cooperation shall include (i) participating in a reasonable number of Cole; meetings, presentations and due diligence sessions in connection with such financing arrangements, (viiii) causing its independent auditors providing reasonable and other Representatives to cooperate timely assistance with the Debt Financing; preparation of materials for presentations, offering memoranda, prospectuses and similar documents required in connection with such financing arrangements, (viiiiii) taking as promptly as reasonably practicable, furnishing any of Parent’s financing sources with (A) unaudited condensed consolidated balance sheets and related condensed consolidated statements of income, comprehensive income, equity and cash flows (in each case, subject to normal year-end adjustments and absence of footnotes) for the most recently ended fiscal quarter for which such actions as may financial information can reasonably be required permit any cash provided and marketable securities of Cole each subsequent fiscal quarter ended on a date that is not a fiscal year end and the Cole Subsidiaries to be made available to finance, in part, the Closing on that is at least forty (40) days before the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so (B) in the event that the financing information pertaining to Cole Closing Date occurs on a date that is more than sixty (60) days following December 31, 2018, audited condensed consolidated balance sheets and related audited condensed consolidated statements of income, comprehensive income, equity and cash flows for the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinfiscal year ended December 31, 2018, in each case prepared in accordance with GAAP, and (iv) to the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, extent requested in writing at least ten (10) Business Days prior to the Closing, be delivering at least three (3) Business Days prior to the Closing all documentation and other information with respect to the Company and the Company Subsidiaries that are required to pay any commitment or similar fee or make any other payment in connection with by regulatory authorities under applicable “know-your-customer” rules and regulations, including the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesUSA PATRIOT Act.

Financing Cooperation. (a) Cole agrees to provide such assistance (The Company shall, and to shall cause the Cole its Subsidiaries to, and shall cause its and their respective Representatives to, use reasonable best efforts to provide such assistance) with any debt financing (the “Debt Financing”) as is all cooperation reasonably requested by SpiritParent, or as Parent may reasonably determine necessary or advisable, in connection with financing arrangements (including, without limitation, assisting in the arrangement of new financing arrangements (including the Financing) and any assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, redemptions, terminations or prepayments of existing financing arrangements of Parent or the Company or their respective subsidiaries) to fund the cash portion of the Merger Consideration, the completion of the Merger or the other transactions contemplated hereby or to be consummated in connection therewith and the payment of related fees and expenses. Such assistance cooperation shall include, but not be limited towithout limitation, the following: (A) furnishing Parent and any of its Financing Sources with (i) participation unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for the fiscal quarter ended June 30, 2017 and each subsequent fiscal quarter (other than the fourth fiscal quarter in any fiscal year) ended after the close of its most recent fiscal year and at least forty (40) days prior to the Closing Date (with respect to which independent auditors have performed a SAS 100 review) and (ii) in the event that the Closing Date occurs on a date that is more than sixty (60) days following December 31, 2017, audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2017, in each case prepared in accordance with GAAP and (B) using reasonable best efforts to (i) cause management teams of the Company or its Subsidiaries, with appropriate seniority and expertise, upon reasonable notice, to participate in, and provide reasonable and timely assistance withwith the preparation of materials for, the marketing efforts meetings, due diligence and drafting sessions, rating agency presentations and road shows, if any, related to any such Debt Financingfinancing arrangements; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, provide information with respect to the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit Company and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit Parent or any of its Financing Sources to facilitate such financing arrangements, including reasonably assisting Parent in connection with the satisfaction preparation of pro forma financial information and financial statements to be included in any Offering Document; (iii) as promptly as practical upon the reasonable request of Parent, furnish Parent and any of its Financing Sources with such financial and other information reasonably requested by Parent relating to the Company or its Subsidiaries that is customary or reasonably required for the preparation of the Offering Documents; (iv) assist in the preparation of SEC filings to be made by Parent, offering memoranda, private placement memoranda, prospectuses, bank confidential information memoranda, syndication materials, rating agency presentations and similar documents required in connection with such financing arrangements (“Offering Documents”); (v) (x) cause Ernst & Young LLP or other relevant accountants of the Company and its Subsidiaries to provide assistance and cooperation to Parent, including using reasonable best efforts to (1) cause their participation in drafting sessions and accounting due diligence sessions and assistance in the preparation of any pro forma financial statements referred to in clause (B)(ii) above, (2) cause them to provide customary consents to use their audit reports on a timely basis the consolidated financial statements of all conditions precedent the Company as required in any Offering Documents or in connection with any filings made with the SEC or pursuant to obtaining applicable law, and (3) cause them to provide any customary comfort letters (including “negative assurance” comfort) in connection with any such Debt Financingfinancing arrangements and (y) cooperate with Parent’s legal counsel in connection with any legal opinions that such counsel may be required to deliver in connection with such financing arrangements; (vi) taking cooperate with any due diligence, to the extent customary and reasonable; (vii) in connection with any such financing arrangements, provide customary authorization letters authorizing the distribution of information provided by the Company to prospective lenders, subject to customary confidentiality undertakings by such prospective lenders with respect thereto, and containing customary representations that such information does not contain a material misstatement or omission and that the “public side” versions of any Offering Documents only include information about the Company that is public information or information that is not material to the Company or its Subsidiaries or its or their securities; (viii) furnish promptly, and in any event at least four (4) Business Days prior to the Closing Date (to the extent requested within nine (9) Business Days prior to the Closing Date), all actions documentation and other information required by any Governmental Authority or as may be reasonably requested by Spirit or its any Financing Source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the PATRIOT Act, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (ix) in connection with such financing arrangements, execute and deliver any definitive financing documents, including any necessary pledge and security documents, as reasonably requested by Parent and otherwise facilitating the pledging of collateral in connection with such financing arrangements, including taking reasonable actions necessary to permit the applicable Financing Sources to evaluate the Company’s and its Subsidiaries’ assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financingforegoing); and (viiix) cause the taking such actions of any corporate, limited liability company or partnership actions, as may be required permit any cash and marketable securities of Cole and applicable, by the Cole Company or its Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact reasonably necessary to make permit the statements contained thereincompletion of such financing arrangements, in subject to the light occurrence of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the First Step Effective Time, the Company shall and shall cause its Subsidiaries to cooperate, and shall use its commercially reasonable efforts to cause its officers, employees, representatives, auditors and advisors, including legal and accounting advisors, to cooperate, in connection with the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with arrangement of the Debt Financing, any debt financing (payoff and/or any defeasance or satisfaction and discharge of existing indebtedness of the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeCompany and/or any of its Subsidiaries, but not be limited toin each case, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritParent and as will not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries in any material respect, including: (i) participating in a reasonable number of meetings, drafting sessions, rating agency presentations, due diligence sessions, and “road show” and other customary marketing presentations; (ii) making available to any Financing Sources as promptly as practicable pertinent information in writing regarding the Company and its Subsidiaries as is reasonably requested by Parent in connection with the Debt Financing; (iii) assisting with the preparation by Parent or the Financing Sources of (A) one or more customary offering documents, information memoranda and/or documents in connection with the Debt Financing and (B) materials for rating agency presentations; (iv) executing and delivering customary pledge and security documents or other financing documents, a certificate of the chief financial officer of the Company with respect to solvency of the Company and its Subsidiaries on a consolidated basis to the extent reasonably required in connection with the Debt Financing, and other customary certificates or documents and back-up therefor and legal opinions as may be reasonably requested by Parent and otherwise facilitating the pledging of collateral, all such obligations under any such agreements to be subject to (and only effective following) the Closing and conditioned on the consummation of the Mergers; (v) taking such actions as are all reasonably requested by Spirit or its Financing Sources required corporate actions, subject to facilitate the satisfaction on a timely basis consummation of all conditions precedent the Mergers, to obtaining such permit the consummation of the Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its providing customary authorization letters to any Financing Sources authorizing the distribution of information to prospective Financing Sources and containing customary representations to the arranger of any financing that the information contained in connection with any offering document or information memorandum relating to the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Company and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are they were made, not misleading. Notwithstanding ; (vii) using commercially reasonable efforts to cooperate with Parent and Parent’s efforts to obtain customary consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance (including providing reasonable access to Parent and its representatives to all of the foregoing, none of Cole Company’s Owned Real Property and all real property that the Company or any Cole Subsidiary or any of its Subsidiaries leases, subleases or otherwise uses or occupies, or has the right to use or occupy, pursuant to a Lease) as reasonably requested by Parent; (viii) taking all actions reasonably necessary to permit the Financing Sources involved in the Debt Financing to evaluate the Company’s and each of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable; (ix) requesting customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all indebtedness and liens under the Company’s financing facilities and arrangements, as reasonably requested by Parent; (x) making available to Parent and the Financing Sources promptly all documentation and other information required by any applicable Governmental Authority with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; and (xi) cooperating reasonably with the Financing Sources’ due diligence of the Company and its Subsidiaries, to the extent customary and reasonable. Parent shall, prior to promptly upon request of the ClosingCompany, be required to pay any commitment or similar fee or make any other payment reimburse the Company for all reasonable, documented out-of-pocket expenses and costs incurred in connection with the existing Indebtedness Company’s or its Affiliates’ obligations under this Section 7.15, provided however, that notwithstanding the foregoing provisions of Cole. None this clause (a) or any other provision of this Agreement, in no event shall Parent, Merger Sub, Successor Sub, the Financing Sources or any of their respective officers, directors, employees or representatives be permitted to contact any customer, vendor or supplier of the representations, warranties Company or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of its Subsidiaries in connection with the actions Mergers, the Share Issuance, the Debt Financing or the other transactions contemplated by this Section 7.18 hereby without the Company’s prior written consent, which consent may not be unreasonably withheld, conditioned, delayed or by refused in any action taken by any Cole Party at the request of Spirit or its Financing Sourcescircumstance.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Effective Time with respect to the financing of the Merger, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to, in each case at Parent's sole expense, provide to provide such assistance) Parent and Merger Sub all cooperation requested by Parent that is reasonably necessary, proper or advisable in connection with the Financing or any debt permitted amended or modified or replacement financing (collectively with the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: "Available Financing") and the transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and its Subsidiaries), including (i) participation inin a reasonable number of meetings, presentations, due diligence sessions (including accounting due diligence sessions), drafting sessions and meetings with, and reasonable assistance withpresentations to, prospective lenders (all of which shall take place at the marketing efforts related to any such Debt FinancingCompany's facilities); (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting with the preparation of rating agency presentations materials for bank information memoranda and meetings similar documents required in connection with rating agencies as may be requested by Spiritthe Debt Financing, including execution and delivery of customary representation letters in connection therewith; (iii) delivery to Spirit (A) as promptly as practical after Parent's request, furnishing Parent and its Available Financing Sources of sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, and (B) in any event, by the deadlines set forth therein, all financial information pertaining regarding the Company and its Subsidiaries required to Cole and be timely delivered to satisfy a condition precedent to the Cole Subsidiaries reasonably necessary to obtain Available Financing (all such Debt Financinginformation in this clause (iii), the "Required Information"); (iv) participation using reasonable best efforts to obtain legal opinions, appraisals, officers certificates, lien searches, payoff letters and lien termination statements, surveys, engineering reports, title insurance and other documentation and items relating to the Available Financing (including documentation and other information required by Cole’s senior management bank regulatory authorities under applicable "know-your-customer" and Representatives anti-money laundering rules and regulations, including the Patriot Act) as reasonably requested by Parent or Merger Sub and, if requested by Parent or Merger Sub, to cooperate with and assist Parent or Merger Sub in obtaining such documentation and items; (v) executing and delivering, as of the negotiationEffective Time, execution any pledge and delivery of any Debt Financing security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents as may be reasonably requested by Spirit; Parent (vincluding a certificate of the Chief Financial Officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Available Financing) taking such actions as are reasonably requested and otherwise facilitating the pledging of collateral and providing of guarantees contemplated by Spirit or its the Debt Commitment Letters and any other Available Financing Sources to facilitate (including cooperation in connection with the satisfaction on a timely basis pay-off of all conditions precedent to obtaining such Debt Financingexisting indebtedness and the release of related Liens); (vi) taking all actions as may be reasonably requested by Spirit or its necessary to (A) permit the prospective persons involved in the Available Financing Sources in connection with to (1) evaluate the repayment Company, including the Company's current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (2) conduct a collateral field exam and a net orderly liquidation appraisal of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Company's and its financing sources such information as may be necessary so that the financing information pertaining to Cole Subsidiaries' inventory (B) establish bank and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement Table of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.Contents

Financing Cooperation. (a) Cole agrees From the date hereof until the Closing, Seller shall provide, shall cause the Company and the Transferred Subsidiaries (collectively, the “Company Group”) to provide such assistance (provide, and shall use reasonable best efforts to cause the Cole Subsidiaries each of their Representatives to provide, at Buyer’s sole cost and expense, all customary cooperation reasonably requested by Buyer to assist Buyer and its and their respective Representatives Affiliates with respect to provide the arrangement of the Debt Financing or any other debt securities, loan financing or other debt or equity financing pursued by Buyer or any of its Affiliates in lieu of all or a portion of the Debt Financing (to the extent permitted hereunder) (any such assistance) with any debt financing (the financing, “Debt Permanent Financing”), including (i) reasonably assisting in the preparation for, and causing members of senior management of the Business to participate in, a reasonable number of lender or investor marketing meetings, road shows, presentations, drafting sessions, and calls and a reasonable number of other due diligence sessions with prospective lenders, underwriters, initial purchasers or other investors and sessions with ratings agencies, in each case, in connection with the Debt Financing or any Permanent Financing and with reasonable advance notice and during normal business hours, (ii) (x) providing all information regarding Seller, the Company Group and the Business required by bank regulatory authorities under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, in each case, at least three (3) Business Days prior to the Closing Date if requested by Buyer in writing at least ten (10) Business Days prior to the Closing Date, (y) providing any financial information to the extent readily available and reasonably requested by Buyer or the Financing Sources that is required to consummate the Debt Financing or any Permanent Financing, and (z) providing such other customary and readily available information with respect to the Company and the Transferred Subsidiaries as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, Buyer or the following: (i) participation in, and reasonable assistance with, Financing Sources in connection with the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, due diligence of the Financing Sources or the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; definitive documentation for the Debt Financing or any Permanent Financing, (iii) delivery providing reasonable assistance, including providing reasonable information and materials with respect to Spirit the Company and the Transferred Subsidiaries to Buyer and the Financing Sources to be used in the preparation of customary lender and investor presentations, rating agency presentations, bank information memoranda and similar customary marketing material, confidential offering memoranda, prospectuses and prospectus supplements and other similar offering documents for the Debt Financing or any Permanent Financing, including customary authorization letters authorizing the distribution of information to prospective lenders or investors; provided that any such authorization letters shall contain customary language which shall exculpate Seller and its Financing Sources Representatives and Affiliates with respect to any liability related to or responsibility for the contents of any financial such information pertaining to Cole or related offering and marketing materials by the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; recipients 101 thereof, (iv) participation by Cole’s senior management causing the Company Group to facilitate the taking of all reasonable and Representatives in customary corporate action, limited liability company action or other organizational action, as applicable, subject to the negotiationoccurrence of the Closing, execution and delivery necessary to permit and/or authorize the consummation of any the Debt Financing documents or any Permanent Financing, (v) causing the Company Group to reasonably facilitate any guarantees by the Company Group in connection with the Debt Financing or any Permanent Financing, as may be reasonably requested by Spirit; Buyer (vprovided that no obligation under any document or agreement with respect thereto will take effect until the Closing), (vi) taking such actions as are obtaining customary accounting consent or comfort letters and other similar customary items reasonably requested by Spirit or its Buyer, including, if requested, the consent of the independent auditors for the Business to the inclusion of their audit reports with respect to the applicable audited annual financial statements of the Business in any registration statement of Buyer filed with the Securities and Exchange Commission, if any, relating to any Permanent Financing Sources and causing such independent accountants to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; provide customary comfort letters (viincluding “negative assurance” comfort, if appropriate) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with any offering to the repayment of the existing Indebtedness of Cole; applicable underwriters, initial purchasers or placement agents and (vii) causing providing Buyer with reasonable assistance in connection with Buyer’s preparation of pro forma financial statements to the extent required for any Debt Financing or Permanent Financing that comply with the applicable rules and regulations of the SEC, including (if required for such Debt Financing or Permanent Financing) the requirements of Regulation S-X; provided that nothing in this Agreement (including this Section 5.18) will require any such cooperation or action to the extent that it would (A) create an obligation to provide any financial statements not contemplated in Section 5.12 (and Seller’s obligation to deliver financial statements (including the timing thereof) shall be governed solely by Section 5.12), (B) require Seller or its independent auditors and Subsidiaries or any of their respective officers, directors, managers, employees, advisors, accountants, consultants, auditors, agents or other Representatives to cooperate with pay (or agree to pay) any commitment or other fee, provide any indemnities or incur any liability or other obligation under the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Financing or any Cole Subsidiary shall, Permanent Financing prior to the Closing, (C) require Seller or its Subsidiaries or any individual who is a member of the board of directors (or other similar governing body) of Seller or its Subsidiaries to pass resolutions or consents to approve, or authorize the execution of, the Debt Financing or any Permanent Financing or any definitive documentation related thereto prior to the Closing Date, (D) require Seller or its Subsidiaries to enter into any Contract with respect to the Debt Financing or any Permanent Financing that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur (other than customary authorization letters reasonably acceptable to Seller required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness Debt Financing), (E) impose any personal liability on the officers, directors, managers, employees, advisors, accountants, consultants, auditors, agents or other representatives of Cole. None Seller or its Subsidiaries, (F) unreasonably interfere with the operation of the representationsbusiness of Seller or its Subsidiaries, warranties (G) cause any representation or covenants warranty in this Agreement to be breached by Seller or its Subsidiaries or require any waiver or amendment of the Cole Parties shall be deemed terms of this Agreement or any Material Contract to apply towhich Seller or its Subsidiaries is a party, (H) conflict with the organizational documents of Seller or its Subsidiaries or any Law, (I) result in the contravention of, or deemed breached that could result in a violation or violated bybreach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which Seller or its Subsidiaries is party or by which it is bound, (J) provide access to or disclose information that Seller or its Subsidiaries reasonably determines would jeopardize any attorney-client or similar privilege of Seller or such Subsidiaries, (K) require Seller or its Subsidiaries to provide any solvency or other similar certificate of its chief financial officer or similar representative prior to the Closing Date, (L) require Seller or its Subsidiaries to provide or prepare any projections or pro forma financial statements (it being understood that Seller shall use reasonable best efforts to provide reasonable assistance in Buyer’s preparation of pro forma financial statements as set forth in clause (vii) above) and (M) require Seller, its Subsidiaries or any Representative thereof to deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing or any Permanent Financing. Notwithstanding anything to the contrary herein, the failure of Seller to comply with this Section 5.18 shall not give rise to the failure of a condition precedent set forth in Section 7.2(b) or termination right pursuant to Section 8.1(c) unless Buyer fails to obtain the Debt Financing or the Permanent Financing as a result of the actions contemplated by material breach of the obligations of Seller or any of its Subsidiaries or Representatives to comply with its obligations under this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources5.18.

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance Purchaser shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provideconsummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions (including the “flex” provisions) contemplated by the Commitment Letter and execute and deliver to P&G a copy thereof substantially concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Purchaser in the Commitment Letter that are within its control and comply with its obligations thereunder, and (iv) enforce its rights under the Commitment Letter in the event of a breach by the financing sources that impedes or delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to the Commitment Letter have been satisfied, or upon funding will be satisfied, Purchaser shall use its reasonable best efforts to cause its Representatives the lenders and the other Persons providing such Financing to providefund on the Closing Date the Financing (together with funds from other Funding Sources) required to consummate the Acquisition, and to fund, when applicable, any portion of the Financing required to satisfy any obligations of Purchaser in connection with a Sanofi Put (other than the P&G Funding Amount) (in each case, including by Purchaser taking enforcement action, including seeking specific performance, to Spirit and its financing sources cause such information as may be necessary so that the financing information pertaining to Cole lenders and the Cole Subsidiaries other Persons providing such Financing to fund such Financing). Purchaser shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon or amend in any way that is complete adverse to P&G the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or impede or delay the consummation of the Acquisition. Purchaser shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion, provided, that Purchaser shall not reduce the Financing to an amount committed below the amount that is required, together with other Funding Sources, to satisfy (1) Purchaser’s obligations under Section 2.04, (2) any obligations of Purchaser in connection with a Sanofi Put (other than the P&G Funding Amount), and correct (3) the payment of all fees and expenses reasonably expected to be incurred in all material respects connection herewith, and does provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to P&G the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or impede or delay the consummation of the Acquisition and will not contain the other transactions contemplated by this Agreement. If any untrue statement portion of a material fact the Financing becomes unavailable or omit to state a material fact necessary to make Purchaser becomes aware of any event or circumstance that makes any portion of the statements contained thereinFinancing unavailable, in each case, on the light terms and conditions (including the “flex” provisions) contemplated in the Commitment Letter and such portion is reasonably required to satisfy (1) the Purchaser’s obligations under Section 2.04, (2) any obligations of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment Purchaser in connection with the existing Indebtedness Sanofi Put (other than the P&G Funding Amount), and (3) the payment of Cole. None all fees and expenses reasonably expected to be incurred in connection herewith, Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financing sources in an amount sufficient (together with other Funding Sources) to satisfy (1) the Purchaser’s obligations under Section 2.04, (2) any obligations of the representationsPurchaser in connection with the Sanofi Put (other than the P&G Funding Amount), warranties and (3) the payment of all fees and expenses reasonably expected to be incurred in connection herewith upon conditions no less favorable than those in the Commitment Letter, as promptly as practicable following the occurrence of such event. Purchaser shall give P&G prompt oral and written notice (but in any event not later than 48 hours after the Purchaser becoming aware of occurrence) of any material breach by any party to the Commitment Letter or covenants of any condition not likely to be satisfied, in each case, of which Purchaser becomes aware or any termination of the Cole Parties Commitment Letter. Purchaser shall be deemed to apply to, or deemed breached or violated by, any keep P&G informed on a reasonably current basis of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at status of its efforts to arrange the request of Spirit or its Financing SourcesFinancing.

Financing Cooperation. (a) Cole agrees The Parties shall reasonably cooperate in good faith to provide implement such assistance financing arrangements (and to cause including, without limitation, amendments, supplements, modifications, refinancings, replacements, repayments or prepayments of existing financing arrangements) as the Cole Subsidiaries and its Parties may determine necessary or advisable in connection with the completion of the Merger or other transactions contemplated hereby or with the financing of the Parties and their respective Representatives to provide such assistanceSubsidiaries and joint ventures (including the Surviving Entity and its Subsidiaries and joint ventures) with any debt financing following the effective time (the “Debt Financing”) as is ), including reasonably requested by Spirit. Such assistance shall include, but not be limited cooperating with respect to, the following: (i) participation participating in, and reasonable assistance assisting with, the marketing efforts related relating to any such Debt the Financing, including assisting in the preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary offering documents and marketing materials; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting in the preparation of rating agency presentations and attending and participating in meetings with rating agencies agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors, in each case, at such times as may be requested by Spiritcoordinated reasonably in advance thereof; (iii) delivery of documentation and other information reasonably requested by Financing Sources with respect to Spirit (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act; (v) delivery of financial information customary or reasonably necessary for the completion of the Financing in connection with the preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary offering or information documents to be used for the Financing (which financial information, for the avoidance of doubt, may be included in any such confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other offering or information documents used for or distributed in connection with the Financing); (vi) directing their respective independent auditors to cooperate with the Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary assistance with due diligence activities, and customary consents to the inclusion of audit reports in any relevant offering or marketing materials, registration statements and related government filings, in each case, in connection with any proposed issuance and sale of securities; (vii) assisting with the preparation of pro forma financial information and pro forma financial statements; (viii) preparing customary projections, estimates and other forward looking financial information regarding the future performance of such party (and assisting in the preparation of such estimates and other forward looking financial information with respect to the consolidated business of Parent and its Financing Sources of any financial information pertaining Subsidiaries after giving effect to Cole the Merger and the Cole Subsidiaries reasonably necessary to obtain such Debt FinancingTransactions); (ivix) participation by Cole’s senior providing customary management representation letters to their respective accountants in relation to such accountants’ providing “comfort letters” in connection with any securities offering made as part of the Financing (“Representation Letters”); and Representatives in the negotiation(x) executing and delivering such definitive financing documents, execution including certificates, Representation Letters, and delivery of any Debt Financing other documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources necessary to facilitate the satisfaction Financing. Each Party hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage such Party or its Subsidiaries or the reputation or goodwill of such Party or its Subsidiaries. Notwithstanding any other provision set forth herein or in any other agreement between the Company and Parent or its affiliates, the Parties agree that the Parties may share with the Financing Sources customary projections with respect to Parent and its subsidiaries after giving effect to the Merger and the Transactions (including, without limitation, with respect to the Company as part of the consolidated business 91 of Parent and its Subsidiaries (and not on a timely basis of all conditions precedent to obtaining stand-alone basis)) that the Parties have cooperated in preparing, and that the Parties, their affiliates and such Debt Financing; (vi) taking all actions as Financing Sources may be reasonably requested by Spirit or its share such information with potential Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best marketing efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness Financing, provided that the recipients of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed such information agree to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcescustomary confidentiality agreements.

Financing Cooperation. (a) Cole agrees Buyer shall use commercially reasonable efforts to provide such assistance (complete, obtain and consummate an agreement with its lenders whereby certain lender parties will commit to cause lend an amount to Buyer for the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”) as is reasonably requested by Spirit). Such assistance shall include, but not be limited toFrom the date hereof until the earlier of the Closing Date and the termination of this Agreement, the following: (i) participation in, and Seller Parties agree to use their commercially reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its their respective management, agents and Representatives to use their respective commercially reasonable efforts to promptly provide, such assistance with the Financing as is reasonably requested by Buyer, including: (i) furnishing Buyer with (x) any required financial information (provided, that Buyer shall be responsible for preparing any pro forma financial information and any projections, risk factors or other forward-looking statements relating to Spirit the Financing) and its (y) other information regarding the Business conducted at or by the Acquired Facilities or the Purchased Assets or Assumed Liabilities as is reasonably necessary to satisfy a condition to the initial funding of the Financing or such other financial information customarily provided to lenders in connection with similar financings, (ii) upon reasonable notice, procuring the participation by members of management at reasonable times in a reasonable number of meetings, conference calls and presentations with prospective lenders and investors (and in the preparation of materials in connection therewith), (iii) facilitating (x) the granting of Encumbrances (and perfection thereof) in collateral and (y) the preparation of any definitive financing sources such information documents and certificates, as may be necessary so that to satisfy a condition to the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light initial funding of the circumstances under which such statements are madeFinancing, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, (iv) furnishing no later than four (4) Business Days prior to the ClosingClosing Date all documentation and other information required by any Governmental Authority or financing party under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and the requirements of 31 C.F.R. § 1010.230, to the extent reasonably requested by Buyer at least nine (9) Business Days prior to the Closing Date and (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in the definitive document relating to the Financing to the extent satisfaction of such condition requires the cooperation of the Seller Parties; provided, that in each case in clauses (a)(i) through (v), that (A) nothing in this Section 6.17 shall require cooperation to the extent that it would conflict with or violate the organizational documents of any Seller Party or applicable Law or any Contract to which any Seller Party is a party as identified to Buyer in writing, (B) in no event shall any Seller Party (or their respective governing bodies) be required to pay adopt resolutions, consents or other approvals with respect to the agreements, documents and instruments pursuant to which the Financing is obtained, in each case that are effective prior to the consummation of the Financing at the Closing, (C) no Seller Party (or any commitment of their respective directors, officers, employees or similar fee Affiliates) shall be required to execute and deliver any financing agreements or make any other payment agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the existing Indebtedness Financing, (D) nothing in this Section 6.17 shall obligate any Seller Party to take any actions that would unreasonably interrupt the normal course of Cole. None business of any Seller Party, (E) nothing in this Section 6.17 shall obligate any Seller Party to take any action that could result in any such Person incurring any liability with respect to the representations, warranties matters relating to the Financing or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, cause any of their respective directors, officers, employees or Affiliates to incur any personal liability in connection with the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesFinancing.

Financing Cooperation. (a) Cole agrees to provide such assistance The Company shall, and shall (and to x) cause the Cole each of its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viiiy) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provideto, to Spirit use its and its financing sources such information their reasonable best efforts to, provide all cooperation that is customary in connection with the arrangement of the Debt Financing as may be necessary so reasonably requested in writing by Parent (provided, that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and such requested cooperation does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make unreasonably interfere with the statements contained therein, in the light ongoing operations of the circumstances Company and its Subsidiaries), including: (i) participation in a reasonable number of meetings, due diligence sessions, lender presentations, “road shows” and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, private placement memoranda, bank information memoranda and similar documents required in connection with the Debt Financing, (iii) furnishing Parent and its Debt Financing sources with such pertinent and customary information regarding the Company and its Subsidiaries, including information required under “know your customer” and anti-money laundering rules and regulations, all financial statements and projections and other pertinent information required by the Debt Financing Commitment, pro forma financial information, financial data, audit reports and other information required in connection with the Debt Financing (all such information in this clause (iii), the “Required Information”), (iv) obtaining legal opinions, surveys and title insurance as reasonably requested in writing by Parent, (v) obtaining such consents, approvals and authorizations which such statements are madeshall be reasonably requested by Parent in connection with the Debt Financing and collateral arrangements in connection therewith, not misleading. Notwithstanding (vi) executing and delivering any customary pledge and security documents, other definitive financing documents or other requested certificates or documents, including, including, a customary solvency certificate by the foregoingChief Financial Officer of the Company (provided, that (A) none of Cole or any Cole Subsidiary shallthe letters, prior to agreements, documents and certificates shall be executed and delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) none of the Company or any of its Subsidiaries or its Representatives shall be required to pay any commitment or similar other fee or make incur any other payment liability in connection with the existing Indebtedness Debt Financing prior to the Effective Time and (D) such documents or certificates shall not impose any personal liability on the officers, directors, employees or agents involved), and (vii) obtaining any assignments of Cole. None Intellectual Property set forth in Section 5.18(a)(vii) of the representationsCompany Disclosure Schedule, warranties and making all necessary filings with governmental registration agencies to update ownership title in the Company Intellectual Property in the Company or covenants one of its Subsidiaries and to record the Cole Parties shall be deemed to apply to, release of any security interests granted by the Company or deemed breached or violated by, any of its Subsidiaries in the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesCompany Intellectual Property that have been released.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to provide, and shall use reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to provide provide, at the sole cost and expense of Parent, such assistance) customary assistance with any Parent’s debt financing in the form of term loans and revolving credit facilities (the “Debt Financing”) as is reasonably requested by SpiritParent, its Affiliates and its and their respective Representatives, in each case, in connection with the arrangement of, and the satisfaction on a timely basis of all relevant conditions precedent to, the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries). Such assistance shall include, but not be limited to, the followingusing reasonable best efforts with respect to: (i) participation in, assisting with the preparation of the Marketing Material and reasonable assistance with, the marketing efforts related to any such Debt Financingrating agency presentations; (ii) participation by Cole’s senior management of the Company and Representatives in, and its Subsidiaries in a reasonable assistance with, the preparation number of rating agency presentations and meetings with rating agencies as may prospective lenders, in each case upon reasonable prior notice and at times and locations to be requested by Spiritmutually agreed in good faith; (iii) delivery to Spirit delivering financial and its Financing Sources of any financial operational information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such for (or otherwise reasonably requested by) Parent in connection with arranging and consummating the Debt Financing; (iv) participation furnishing Parent and its Affiliates at least four Business Days prior to the Closing Date with all documentation and other information and materials requested in writing at least nine Business Days prior to the Closing Date that is required by Cole’s senior management Governmental Entities under applicable “beneficial ownership,” “know your customer” and Representatives in anti-money laundering rules and regulations, including the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritUSA PATRIOT Act; (v) taking such actions as are reasonably requested assisting Parent and its Affiliates in connection with the preparation by Spirit or Parent and/or its Affiliates and its and their Representatives of the Debt Financing Sources Documents (including executing and delivering the Debt Financing Documents with respect thereto), the borrowing of loans and the provision of guarantees and security interests to facilitate support the satisfaction on a timely basis of all conditions precedent to obtaining such Debt FinancingFinancing by the Company and its Subsidiaries; (vi) taking all actions as cooperating with the Debt Financing Source’s reasonable due diligence requests, (vii) cooperating with Parent’s legal counsel (which may include local, regulatory or other special counsel) in connection with any legal opinions that such counsel may be reasonably requested by Spirit or its Financing Sources required to deliver in connection with the repayment Debt Financing, (viii) cooperating with Parent and its Affiliates in their respective efforts to obtain corporate and facilities ratings, consents, landlord and bailee waivers, estoppel and non-disturbance agreements and similar consents as reasonably requested by Parent and (ix) otherwise cooperating with Parent and its Affiliates to satisfy the conditions precedent to the Debt Financing to the extent within the control of the existing Indebtedness Company, its Affiliates and their respective Representatives. For the avoidance of Cole; doubt, information provided by the Company and its Subsidiaries in connection with the Debt Financing may only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by customary confidentiality provisions (vii) causing including “click-thru” confidentiality provisions). The Company and its independent auditors Subsidiaries hereby consent to the use of all of the Company and other Representatives to cooperate its Subsidiaries’ logos in connection with the Debt Financing; and (viii) taking , provided that such actions as may be required permit any cash and marketable securities of Cole and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit Company and its financing sources such information as may be necessary so Subsidiaries, their respective Affiliates or their respective business, or the reputation or goodwill thereof. Parent and Merger Sub acknowledge and agree that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light obtaining of the circumstances under which such statements are made, Debt Financing shall not misleading. Notwithstanding constitute a condition to their obligation to close the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesTransactions.

Financing Cooperation. (a) Cole agrees Upon the request of the CCG, the Sellers shall, and shall cause the Acquired Companies and their Subsidiaries, to use their commercially reasonable efforts to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents cooperation as may be reasonably requested by SpiritCCG in connection with its efforts to consummate the Equity Offering; (v) taking provided that such actions as are cooperation does not unreasonably interfere with the ongoing operations of the Acquired Company and their Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Spirit or its Financing Sources CCG, (a) making available to facilitate CCG appropriate personnel of the satisfaction on a timely basis of all conditions precedent Acquired Companies and their Subsidiaries, (b) providing, as promptly as reasonably practicable, information relating to obtaining such Debt Financing; (vi) taking all actions as may be the Acquired Companies and their Subsidiaries to the extent reasonably requested by Spirit CCG to assist in preparation of customary offering or its Financing Sources information documents to be used for the completion of the Equity Offering, and (c) assisting CCG in obtaining customary comfort letters and consents of the independent accountants of the Acquired Companies and their Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. CCG shall promptly, upon request by the Sellers, reimburse the Sellers for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Sellers or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 6.9, and shall indemnify and hold harmless the Sellers, the Acquired Companies and their Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the repayment consummation of the existing Indebtedness of Cole; (vii) causing its independent auditors Equity Offering and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment used in connection with therewith (other than information provided by the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated bySellers, any of the Acquired Companies or any of their Subsidiaries) and all other actions contemplated taken by the Sellers, the Acquired Companies and their Subsidiaries and their respective Representatives pursuant to this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources6.9.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Acceptance Time, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) cooperation in connection with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeincluding, but not be limited towithout limitation, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents and any Substitute Financing) by Parent or any of its Subsidiaries in connection with the Merger as may be reasonably requested by Spirit; Parent. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to: (vi) taking such actions as are reasonably requested by Spirit or its furnish Parent and the Financing Sources to facilitate with the satisfaction on a timely basis of Required Information and all conditions precedent to obtaining such Debt Financing; (vi) taking all actions other financial and other pertinent information and disclosures regarding the Company and its Subsidiaries as may be reasonably requested by Spirit or its the Financing Sources for use in connection with any financing, (ii) if the repayment Parent pursues a Substitute Financing, participate at reasonable times in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions (including sessions with prospective lenders, investors and rating agencies), (iii) assist with the preparation of materials for rating agency presentations, confidential information memoranda, offering documents, private placement memoranda and other similar documents including road show or investor meeting slides in connection with any financing (including requesting customary consents of accountants for use of their reports in any materials relating to such financing and the delivery of one or more customary representation letters and/or customary authorization letters), (iv) provide reasonable cooperation with the pledging of collateral, which any such pledges shall only be effective after the Effective Time, in connection with such financing as may be reasonably requested by the Financing Sources, (v) take such actions as are reasonably necessary to permit the Financing Sources to evaluate the Company's and its Subsidiaries inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements required to be established as of the existing Indebtedness Closing under the Debt Commitment Letter, (vi) provide reasonable cooperation with the marketing efforts of Cole; Parent and the Financing Sources providing any portion of such financing, (vii) causing its independent auditors if requested by a Financing Source at least three (3) business days prior to Closing, provide information related to the Company which such Financing Source has reasonably requested and other Representatives to cooperate with that such financing source has determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Debt Financing; and USA Patriot Act, (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provideobtain customary accountants' comfort letters and customary local counsel legal opinions to the extent required from the Financing Sources, including furnishing, drafts of such comfort letters (which will provide “negative assurance” comfort) which such accountants are prepared to issue upon completion of customary procedures, and cause its Representatives (ix) facilitate the execution and delivery (at the Closing) of definitive documents related to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Debt Financing or any Cole Subsidiary shall, prior Substitute Financing to the Closing, be extent required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness be delivered as of ColeClosing. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.CONFIDENTIAL

Financing Cooperation. (a) Cole agrees From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.1 (Termination), the Company shall use its commercially reasonable best efforts to provide such assistance (and to cause the Cole Subsidiaries and each Subsidiary to use its and their respective Representatives commercially reasonable best efforts to provide such assistance) with any debt financing (to Buyer, at the “Debt Financing”) sole expense of Buyer, as is reasonably requested by SpiritBuyer in connection with the Financing. Such commercially reasonable best efforts to provide such assistance shall include, but not be limited to, include each of the following: (i) participation in, and reasonable assistance with, the marketing efforts Marketing Efforts related to any the Financing, including furnishing to Buyer or as directed by Buyer, as promptly as is reasonably practicable following Buyer’s request, such Debt Financing; pertinent and customary information as reasonably necessary to consummate the Marketing Efforts or assemble the Marketing Material, (ii) participation participation, upon reasonable notice, by Cole’s senior management of the Company and Representatives its Subsidiaries in, and reasonable assistance with, the preparation of customary rating agency presentations presentations, road show materials, lender information memoranda and other presentations, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents customarily required and meetings with one or more rating agencies in connection with the marketing of any syndication, or a customary offering, related to the Financing, (iii) furnishing to Buyer as promptly as reasonably practicable (x) within forty (40) calendar days after the end of each fiscal quarter and ninety (90) calendar days after the end of the fiscal year during the period from the date of the Latest Balance Sheet through the Closing, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of operations and comprehensive income, stockholder’s equity and cash flows for such fiscal quarter and year-to-date period ended and the corresponding quarter or year-to-date period in the prior year, including footnotes thereto, prepared on the same basis as the Financial Statements (the “Subsequent Unaudited Quarterly Financial Statements”), (y) within ninety (90) calendar days after the end of any fiscal year ending after the date of this Agreement through the Closing, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations and comprehensive income, stockholder’s equity and cash flows for such fiscal year, including footnotes thereto, prepared on the same basis as the Financial Statements (the “Subsequent Audited Annual Financial Statements”), and (z) the other Required Information, which in the case of clauses (x), (y) and (z), is Compliant, (iv) furnishing to Buyer as promptly as reasonably practicable such other pertinent and customary information regarding the Company and its Subsidiaries as is required, or reasonably requested by a Financing Source, in connection with the consummation of the Financing, (v) causing the independent auditors of the Company and its Subsidiaries to (A) reasonably cooperate with Buyer in connection with the Financing, including by providing customary “comfort letters” (including “negative assurance” comfort) and consents for use of their reports to the extent required, customary or reasonably appropriate, in connection with the marketing and syndication of the Financing or as are customary in an offering of debt, equity or equity-linked securities and (B) provide customary assistance with the due diligence activities of Buyer and the Financing Sources and the preparation of the documents referred to in the definition of “Marketing Materials,” including any pro forma financial statements, and providing customary consents to the use of audit reports in any disclosure and Marketing Materials relating to the Financing or other required or reasonably appropriate government filings, (vi) reasonably cooperating with Buyer to permit Buyer and its Affiliates to prepare such unaudited pro forma financial statements for Buyer and its Subsidiaries for such time periods as required by the Securities Exchange Act of 1934, as amended, the rules and regulations of the United States Securities and Exchange Commission or any rule or regulation of any securities exchange upon which the securities of Buyer are listed or traded or as may be reasonably determined by Buyer or the Financing Sources to be required or appropriate in connection with the Financing (including providing Buyer and its accountants with reasonable access during normal business hours to financial and other information reasonably requested by Spirit; (iii) delivery Buyer in connection with Buyer’s preparation of such financial statements, including access to Spirit work papers of the Company, its Subsidiaries and their respective accountants reasonably requested by Buyer in connection therewith and providing reasonable assistance to Buyer and its Financing Sources accountants in the preparation of any such financial information pertaining statements), (vii) the Company and its Subsidiaries taking all reasonable and customary corporate action, limited liability company action or other organizational action, as applicable, subject to Cole and the Cole Subsidiaries reasonably occurrence of the Closing, necessary to obtain permit and/or authorize the consummation of a Financing, (A) any portion of which is intended to fund any portion of the transactions contemplated herein, including any portion of the Purchase Price (a “Funding Financing”), or (B) that is consented to by the Company upon the reasonable request of Buyer (such Debt consent not to be unreasonably withheld, conditioned or delayed) (an “Approved Financing; ”) (ivany such action to be ratified promptly following the Closing), (viii) participation by Cole’s senior management the Company and Representatives its Subsidiaries reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, providing reasonable assistance to Buyer in the negotiationpreparation of, execution and delivery authorizing (in the case of a Funding Financing or an Approved Financing) and executing the other Financing Documents, and taking such other actions as may be necessary to satisfy any Debt Financing documents conditions precedent in such documents, including any schedules thereto, in each case, as may be reasonably requested by SpiritBuyer (provided that no obligation under any such document or agreement will take effect until the Closing; (v) taking provided, further, that any such actions are ratified promptly following the Closing), (ix) providing at least three (3) Business Days prior to the Closing Date, all documentation and other information as are is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations pursuant to 31 C.F.R. Sec.1010.230 that is reasonably requested by Spirit or its Financing Sources Buyer at least ten (10) Business Days prior to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; Closing Date, (vix) taking all actions as may be reasonably if requested by Spirit or its Financing Sources Buyer, delivering redemption notices in respect of the Series 2018-GT1 Notes issued by the GMSR Master Trust before the Closing so long as such notice of redemption provides that such redemption is contingent upon the occurrence of the Closing and (xi) consenting to the use of the Company’s trademarks and logos in connection with the repayment Financing; provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Affiliates or the reputation or goodwill of the existing Indebtedness Company or any of Cole; (vii) causing its independent auditors and other Representatives Affiliates. The Company hereby consents to cooperate the inclusion of the Required Information, as applicable, prior to the Closing in connection with the Debt Financing; Financing and/or the transactions contemplated by this Agreement in (i) any registration statement, prospectus or document incorporated by reference therein filed, submitted or otherwise furnished by Buyer to any Governmental Authority, and (viiiii) taking such actions as may be required permit any cash Marketing Materials, rating agency presentations and marketable similar documents customarily used in connection with the Financing and/or the transactions contemplated by this Agreement, including any customary offering memoranda in connection with a securities of Cole and the Cole Subsidiaries to be made available to financeoffering, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact whether public or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingprivate. Notwithstanding any other provision of this Agreement to the foregoingcontrary, none of Cole the Company, the Subsidiaries or their respective personnel or advisors shall be required to provide any such assistance or cooperation which would (A) unreasonably interfere with the businesses or ongoing operations of the Company or its Subsidiaries, (B) require Seller, the Company or any Cole Subsidiary shall, of their Subsidiaries to pay any commitment or other similar fee or incur any other liability or obligation (other than the obligations of the Company and its Subsidiaries expressly set forth in this Section 6.10(a)) in connection with the arrangement of the Financing or any other financing prior to the Closing, (C) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any legal or other privilege, except that Buyer shall be permitted to disclose non-public or other confidential information obtained by Buyer to the Financing Sources, rating agencies and prospective lenders and investors during syndication or other marketing efforts relating to the Financing, subject to the Financing Sources, the rating agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities), and to potential investors in a customary confidential offering memorandum and related customary confidential Marketing Materials for capital markets offerings of debt or equity securities, (D) cause any representation or warranty in this Agreement to be breached or any condition to Closing set forth in Article 7 (Conditions Precedent to Obligations of Buyer) or Article 8 (Conditions Precedent to Obligations of Seller) to not be satisfied, (E) cause any director, manager, officer, employee or equity holder of Seller, the Company or any of their Subsidiaries to incur any personal liability, (F) require the directors or managers of Seller, the Company or any of their Subsidiaries, acting in such capacity, to authorize or adopt any resolutions approving any of the Financing Documents that are effective prior to the Closing (other than as expressly set forth in this Section 6.10(a)), (G) require the Company, any of its Subsidiaries or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company or any of its Subsidiaries or any of their respective directors, managers, officers, employees, or equityholders upon the termination of this Agreement (other than the authorization letters and confirmations referred to in the definition of “Marketing Efforts”), (H) require Seller or any of its Related Parties (without giving effect to the last sentence of the definition thereof) to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Financing, (I) provide access to or disclose any information that would or would reasonably be expected to waive any attorney-client privilege of Seller, the Company or any of their respective Subsidiaries or (J) take any action that would conflict with or violate this Agreement, any applicable Laws or any Material Contracts to which Seller, the Company or any of their Subsidiaries is a party or by which any of their respective assets or properties is bound. All such assistance referred to in this Section 6.10 shall be at Buyer’s written request with reasonable prior notice and at Buyer’s sole cost and expense, and Buyer shall promptly upon request reimburse Seller, the Company and their Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in connection with such assistance. None of Seller nor any of its Related Parties shall be required to pay any commitment or similar fee or make any other payment representation or warranty in connection with the existing Indebtedness Financing or the Marketing Efforts. Neither Seller nor any of Coleits Related Parties shall have any obligations under this Section 6.10 following the Closing. None For the avoidance of doubt, the representationsParties acknowledge and agree that the provisions contained in this Section 6.10(a) represent the sole obligations of Seller, warranties or covenants the Company, the Subsidiaries and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any financing (including the Cole Parties Financing) to be obtained by Buyer with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to apply toexpand or modify such obligations. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 7.2, as applied to Seller’s and the Company’s obligations under this Section 6.10(a), shall be deemed to be satisfied unless a Funding Financing or a Financing that is otherwise material to Buyer and its Subsidiaries taken as a whole (without giving effect to the transactions contemplated hereby),has not been obtained as a direct result of Seller’s or the Company’s breach of their respective obligations under this Section 6.10(a) and such breach (1) was not cured by Seller or the Company, as applicable, within the earlier of ten (10) calendar days after its receipt of written notice thereof from Buyer and the Termination Date, or deemed breached or violated by, any (2) was incapable of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesbeing cured.

Financing Cooperation. (a) Cole agrees to provide such assistance (The parties hereto shall use their commercially reasonable efforts to, and to shall cause the Cole their respective Subsidiaries to, reasonably cooperate with Xxxxxx Holding and its Subsidiaries and their lenders in connection with Xxxxxx Holding and its and their respective Representatives to provide such assistanceSubsidiaries obtaining the financing on the terms provided for in the Commitment Letter (the “Financing”), including (i) making representatives of all parties hereto available at reasonable times in connection with the syndication of any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit assisting Xxxxxx Holding and its Financing Sources of any financial information pertaining Subsidiaries in obtaining all customary waivers, estoppels, approvals, opinions, transfer documents and consents from counterparties to Cole the HSI Material Contracts and the Cole Xxxxxx Material Contracts. Xxxxxx Holding and its Subsidiaries reasonably necessary will use their commercially reasonable efforts to obtain such Debt Financing; (iv) participation by Cole’s senior management perform all of its obligations under the Commitment Letter and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of satisfy all conditions precedent to obtaining such Debt the funding thereunder. Xxxxxx Holding and its Subsidiaries shall not amend the Commitment Letter in any manner that shall make the consummation of the transactions contemplated hereby materially less likely to occur. In the event that the Financing is not available to consummate the transactions contemplated by this Agreement, the parties hereto shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to obtain alternative financing on terms, taken in the aggregate, that are, in the reasonable judgment of Xxxxxx Holding and HSI, no less favorable to Xxxxxx Holding and its Subsidiaries than those set forth in the Commitment Letter (the “Alternative Financing; ”). Subject to the Shared Expenses Agreement, nothing in this Section 8.15 shall require any party other than Xxxxxx Holding, BAHS and any Subsidiary of Xxxxxx Holding and BAHS to provide any credit enhancement or other credit support (viincluding, without limitation, guaranty, indemnification or collateral) taking all actions as may be reasonably requested by Spirit or its Financing Sources incur a material cost in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing or Alternative Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources.

Financing Cooperation. (a) Cole agrees to provide such assistance (The Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to, in each case at Parent’s sole expense and subject to the limitations set forth in Section 6.14(b) and Section 6.14(c), provide such assistance) with any debt financing (the “Debt Financing”) as to Parent and Merger Sub all cooperation requested by Parent that is reasonably requested necessary, proper or advisable in connection with the Financing and the transactions contemplated by Spirit. Such assistance shall includethis Agreement, but not be limited to, the following: including (i) participation inin a reasonable number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and meetings with, and reasonable assistance withpresentations to, the marketing efforts related to any such Debt Financingprospective lenders and investors and rating agencies; (ii) participation by Cole’s senior management and Representatives in, and using reasonable assistance with, best efforts to assist with the preparation of materials for rating agency presentations presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and meetings similar documents required in connection with rating agencies as may be requested by Spiritthe Financing, including execution and delivery of customary representation letters in connection therewith; (iii) delivery to Spirit as promptly as practical after Parent’s request, furnishing Parent and its Financing Sources sources with the following financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent: (a) unaudited consolidated balance sheets and related statements of any income, changes in equity and cash flows of the Company, in each case prepared in accordance with GAAP, for each subsequent fiscal quarter after April 1, 2011 ended at least 45 days before the Closing Date (provided that if the Marketing Period otherwise commences prior to February 15, 2012 such information for the quarter ended December 31, 2011, if applicable, shall be satisfied by the delivery of the information contemplated by Section 6.14(d) and such information shall not be considered Required Information for purposes of the definition of the Marketing Period), (b) financial and other information pertaining to Cole allow Parent to prepare pro forma financial statements to give effect to the transactions contemplated by this Agreement and the Cole Subsidiaries Financing, (c) all documentation and other information required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act, and (d) such other financial and other information reasonably necessary required and customarily provided in connection with the Financing and the transactions contemplated by the Financing Commitments that is available to obtain or readily obtainable by the Company (all such Debt Financinginformation in this clause (iii), the “Required Information”); (iv) participation using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Financing as reasonably requested by Cole’s senior management Parent or Merger Sub and, if requested by Parent or Merger Sub, to cooperate with and Representatives assist Parent or Merger Sub in obtaining such documentation and items; (v) assisting with the negotiation, execution and delivery preparation of any Debt Financing pledge and security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents as may be reasonably requested by SpiritParent (including consents of accountants for use of their reports in any materials relating to the Financing) and otherwise facilitating the pledging of collateral and providing of guarantees contemplated by the Debt Commitment Letters and any other Financing (including cooperation in connection with the pay-off of existing indebtedness and the release of related Liens); (v) taking provided that nothing herein shall require the Company to execute any such actions as are reasonably requested by Spirit documents, certificates, mortgages or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financinginstruments; (vi) taking all actions reasonably cooperating to (A) permit the prospective persons involved in the Financing to evaluate the Company, including the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts, blocked account agreements and lock box arrangements and hold certain funds of the Company in such accounts (as may reasonably be reasonably requested by Spirit or its Financing Sources Parent) in connection with the repayment of the existing Indebtedness of Coleforegoing; (vii) causing its independent auditors using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other Representatives parties to cooperate material leases, encumbrances and contracts to which any Subsidiary of the Company is a party and to arrange discussions among Parent, Merger Sub and their financing sources with the Debt Financingother parties to material leases, encumbrances and contracts; and (viii) taking such actions as may be required using reasonable best efforts to facilitate the consummation of the Financing and to permit any cash and marketable securities of Cole and the Cole Subsidiaries proceeds thereof to be made available to finance, in part, consummate the Closing on Merger. The Company will update any such Required Information upon request from Parent. The Company hereby consents to the Closing Date. Cole will use of its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment Subsidiaries’ logos in connection with the existing Indebtedness of Cole. None Financing; provided that such logos are used solely in a manner that is not intended to nor would be reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit Company or its Financing Sources.Subsidiaries. 55

Financing Cooperation. (ai) Cole agrees Prior to provide such assistance the Closing and subject to the limitations in this Agreement, Sellers and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts (at Buyer’s sole cost and expense) to cause the Cole Subsidiaries appropriate officers and employees of the Company and its and their respective Representatives to Subsidiaries to, provide such assistance) with any debt financing (the “Debt Financing”) cooperation as is necessary, customary and reasonably requested by Spirit. Such assistance shall include, but not the Buyer Entities upon reasonable prior notice to assist the Buyer Entities solely in connection with causing the conditions to the Financing to be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies satisfied or as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be is otherwise reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources Buyer Entities in connection with the repayment Buyer Entities’ efforts to obtain the Financing (provided that any such requests are timely made so as not to delay the Closing beyond the date on which it would otherwise occur), which cooperation may include (1) participating in a reasonable number of meetings and due diligence sessions with providers or potential providers of the existing Indebtedness Financing (which shall be limited to teleconference or virtual meeting platforms) during normal business hours and at mutually agreed locations and times (2) reasonably assisting the Buyer Entities in the preparation of Cole; materials reasonably and customarily requested to be used in connection with obtaining the Financing, in each case, solely with respect to information related to the Company (viito the extent related to its business) causing and its independent auditors Subsidiaries, (3) providing reasonably promptly to the Buyer Entities such financial and other Representatives pertinent information regarding the Company and its Subsidiaries that is readily available or within the Company’s possession, in each case, as is required to cooperate with satisfy the conditions set forth in paragraph 6 of Exhibit C to the Debt Financing; Commitment Letter (the “Required Information”), (4) executing and delivering customary authorization letters (viii) taking provided that, such actions as may be required permit any cash customary authorization letters, or the bank information memoranda in which such letters are included, shall include language that exculpates the Company, each of its Subsidiaries and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain Affiliates from any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment liability in connection with the existing Indebtedness of Cole. None unauthorized use or misuse by the recipients thereof of the representationsinformation set forth in any such bank information memoranda or similar memoranda or report distributed in connection therewith) and other reasonable and customary certificates, warranties or covenants management representation letters and other documentation required by the Financing Sources and the definitive documentation related to the Financing, in each case (other than with respect to such authorization letters), subject to the occurrence of the Cole Parties shall be deemed Closing and (5) delivering information and documentation related to apply tothe Company and its Subsidiaries required and reasonably requested in writing by the Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations, or deemed breached or violated by, any of including the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesUSA PATRIOT Act.

Financing Cooperation. (a) Cole agrees The Parties shall reasonably cooperate in good faith to provide implement such assistance financing arrangements (and to cause including, without limitation, amendments, supplements, modifications, refinancings, replacements, repayments or prepayments of existing financing arrangements) as the Cole Subsidiaries and its Parties may determine necessary or advisable in connection with the completion of the Merger or other transactions contemplated hereby or with the financing of the Parties and their respective Representatives to provide such assistanceSubsidiaries and joint ventures (including the Surviving Entity and its Subsidiaries and joint ventures) with any debt financing following the effective time (the “Debt Financing”) as is ), including reasonably requested by Spirit. Such assistance shall include, but not be limited cooperating with respect to, the following: (i) participation participating in, and reasonable assistance assisting with, the marketing efforts related relating to any such Debt the Financing, including assisting in the preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary offering documents and marketing materials; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting in the preparation of rating agency presentations and attending and participating in meetings with rating agencies agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors, in each case, at such times as may be requested by Spiritcoordinated reasonably in advance thereof; (iii) delivery of documentation and other information reasonably requested by Financing Sources with respect to Spirit (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act; (v) delivery of financial information customary or reasonably necessary for the completion of the Financing in connection with the preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary offering or information documents to be used for the Financing (which financial information, for the avoidance of doubt, may be included in any such confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other offering or information documents used for or distributed in connection with the Financing); (vi) directing their respective independent auditors to cooperate with the Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary assistance with due diligence activities, and customary consents to the inclusion of audit reports in any relevant offering or marketing materials, registration statements and related government filings, in each case, in connection with any proposed issuance and sale of securities; (vii) assisting with the preparation of pro forma financial information and pro forma financial statements; (viii) preparing customary projections, estimates and other forward looking financial information regarding the future performance of such party (and assisting in the preparation of such estimates and other forward looking financial information with respect to the consolidated business of Parent and its Financing Sources of any financial information pertaining Subsidiaries after giving effect to Cole the Merger and the Cole Subsidiaries reasonably necessary to obtain such Debt FinancingTransactions); (ivix) participation by Cole’s senior providing customary management representation letters to their respective accountants in relation to such accountants’ providing “comfort letters” in connection with any securities offering made as part of the Financing (“Representation Letters”); and Representatives in the negotiation(x) executing and delivering such definitive financing documents, execution including certificates, Representation Letters, and delivery of any Debt Financing other documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources necessary to facilitate the satisfaction Financing. Each Party hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage such Party or its Subsidiaries or the reputation or goodwill of such Party or its Subsidiaries. Notwithstanding any other provision set forth herein or in any other agreement between the Company and Parent or its affiliates, the Parties agree that the Parties may share with the Financing Sources customary projections with respect to Parent and its subsidiaries after giving effect to the Merger and the Transactions (including, without limitation, with respect to the Company as part of the consolidated business of Parent and its Subsidiaries (and not on a timely basis of all conditions precedent to obtaining stand-alone basis)) that the Parties have cooperated in preparing, and that the Parties, their affiliates and such Debt Financing; (vi) taking all actions as Financing Sources may be reasonably requested by Spirit or its share such information with potential Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best marketing efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness Financing, provided that the recipients of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed such information agree to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcescustomary confidentiality agreements.

Financing Cooperation. (a) Cole agrees to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance Parent shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to providetake, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions (including the "flex" provisions) contemplated by the Commitment Letter and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter that are within its Representatives control and comply with its obligations thereunder, (iv) provide prior to provide, to Spirit and its financing sources the Effective Time the lenders under the Commitment Letter with such information evidence as may be requested by such lenders to demonstrate the satisfaction of the condition set forth in Paragraph 2 of Annex D to the Commitment Letter, including if necessary so by requesting that Moody's Investors Services, Inc. and Standard & Poor's provide writtex xxxxxnce thereof at the Closing and (v) enforce its rights under the Commitment Letter in the event of a breach by the financing information pertaining sources that impedes or delays Closing, including seeking specific performance of the parties thereunder. In the event that all conditions to Cole the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall use their reasonable best efforts to cause the lenders and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit other Persons providing such Financing to state a material fact necessary to make fund on the statements contained therein, in Closing Date the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be Financing required to pay any commitment or similar fee or make any consummate the Merger and the other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions transactions contemplated by this Section 7.18 Agreement (including by taking enforcement action, including seeking specific performance, to cause such lenders and the other Persons providing such Financing to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on hand and marketable securities, to consummate the Merger, and provided further that such reduction shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter or (B) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including the "flex" provisions) contemplated in the Commitment Letter and such portion is reasonably required to fund the Merger Consideration, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any action taken by party to the Commitment Letter or of any Cole Party at condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination of the request Commitment Letter. Parent shall keep the Company informed on a reasonably current basis of Spirit or the status of its Financing Sourcesefforts to arrange the Financing.

Financing Cooperation. (a) Cole agrees Vendors shall use their commercially reasonable efforts to provide such assistance (provide, and to shall cause the Cole Corporation, its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole representatives and the Cole Subsidiaries reasonably necessary representatives of the Vendors to obtain use commercially reasonable efforts to provide, such Debt Financing; (iv) participation by Cole’s senior management and Representatives reasonable cooperation in connection with the negotiation, execution and delivery arrangement of any Debt the Financing documents as may be reasonably requested by Spirit; Purchaser, including its commercially reasonable efforts to (i) participate (and use commercially reasonable efforts to cause members of senior management of the Corporation to participate), to the extent customary and reasonable and not unreasonably interfering with the Business, in meetings, presentations and due diligence sessions with the Financing Sources and actual and prospective lenders and financing sources and sessions with rating agencies, (ii) assist Purchaser and the Financing Sources in the preparation of (A) a customary confidential information memorandum and for any portion of the Financing (and furnishing customary authorization letters (containing customary representations, including the customary representation that the information provided by the Vendors and/or the Corporation for inclusion in any confidential information memorandum or lender presentation does not include material non-public information about the Corporation and its Subsidiaries, and designating the information provided by the Vendors and/or the Corporation for presentation to the Financing Sources as suitable to be made available to lenders who do not wish to receive material non-public information) in connection therewith, executed on behalf of the Corporation and without personal liability to such Persons), (B) materials for rating agency presentations and (C) bank information memoranda, bank syndication materials and similar documents required in connection with arranging the Financing, in each case to the extent customary and reasonable and not unreasonably interfering with the Business, (iii) provide reasonable and customary cooperation with the marketing efforts of Purchaser and the Financing Sources for any portion of the Financing to the extent not unreasonably interfering with the Business, (iv) assist with the preparation of and providing information necessary for completion of the schedules to, and cooperating with (and not impeding) the execution of, any pledge and security documents, any financing agreement and other definitive financing documents (in each case, with respect to any such execution, solely with respect to individuals who are employees of the Corporation or any of its Subsidiaries (such individuals, “Continuing Employees”) and are executing such documentation on behalf of, and in the capacity as an officer or director of, the legal entities constituting the Corporation and its Subsidiaries, and without personal liability to such Continuing Employees, and not, for the avoidance of doubt, in his or her capacity as an officer of any Vendor, with such documentation effective with and subject to the occurrence of the Closing) and other customary matters, secretary’s certificates, closing certificates, notices and other documentation that is customarily required for the closing of a financing such as the Financing (in each case on behalf of, and executed by a Continuing Employee in the capacity as an officer or director of the Corporation or a Subsidiary and without personal liability to such Continuing Employee), (v) facilitate the pledging of the assets of the Corporation and its Subsidiaries, in each case to be effective only upon and after Closing (including assisting with the execution, preparation and delivery of original stock certificates (or local equivalents) and other certificated securities of the Corporation and its Subsidiaries that are pledged under the Financing and original stock powers executed in blank (or local equivalents) to the lenders in respect of the Financing (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date) and taking such actions as are reasonably requested by Spirit or its reasonable steps necessary to permit the Financing Sources to facilitate evaluate the satisfaction on a timely basis assets of all conditions precedent the Corporation and its Subsidiaries for purposes of establishing collateral arrangements to obtaining the extent customary and not unreasonably interfering with the Business, provided that no pledge shall be effective until the Closing and the delivery of any such Debt Financing; original stock certificates and other certificated securities and original stock powers shall be delivered in escrow pending release at Closing, (vi) taking furnish Purchaser and the Financing Sources at least six Business Days prior to the Closing Date all actions documentation and other information as may be reasonably requested in writing at least nine Business Days prior to the Closing Date by Spirit or its the Financing Sources in connection with that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the repayment of the existing Indebtedness of Cole; PATRIOT Act, (vii) causing its independent auditors and other Representatives to cooperate cooperating with the Debt FinancingFinancing Sources’ due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the Business; and (viii) taking such actions assist the Purchaser in satisfying the conditions precedent set forth in the Financing Commitment Letter (as may be required permit in effect on the date of this Agreement) to the extent satisfaction thereof requires the cooperation, and is within the control, of any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in partVendor, the Closing on the Closing Date. Cole will use Corporation, its reasonable best efforts to provide, and cause its Representatives to provideSubsidiaries or their respective representatives, to Spirit and its financing sources the extent such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries cooperation is complete and correct in all material respects reasonable and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection unreasonably interfere with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesBusiness.

Financing Cooperation. (a) Cole agrees Subject to provide such assistance (Section 6.11(a), prior to the Acceptance Time with respect to the financing of the Offer, and the Effective Time with respect to the financing of the Merger, the Company shall, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to, in each case at Parent’s sole expense, provide to provide such assistanceParent and Acquisition Sub all cooperation requested by Parent that is reasonably necessary, proper or advisable in connection with the Financing (for purposes of this Section 6.12, to include the issuance of senior notes contemplated by the Debt Commitment Letters) with or any debt permitted amended or modified or replacement financing (collectively with the Financing, the “Debt Available Financing”) as is reasonably and the transactions contemplated by this Agreement (provided that such requested by Spirit. Such assistance shall includecooperation does not interfere unreasonably with the business or operations of the Company and its subsidiaries), but not be limited to, the following: including (i) participation inin a reasonable number of meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and meetings with, and reasonable assistance withpresentations to, the marketing efforts related to any such Debt Financingprospective lenders and investors and rating agencies; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting with the preparation of materials for rating agency presentations presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and meetings similar documents required in connection with rating agencies as may be requested by Spiritthe Available Financing, including execution and delivery of customary representation letters in connection therewith; (iii) delivery to Spirit as promptly as practical after Parent’s request, furnishing Parent and its Available Financing Sources sources with financial and other information regarding the Company and its subsidiaries as may be reasonably requested by Parent, including all financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act to be included in a registration statement on Form S-1 (or any financial information pertaining to Cole applicable successor form) under the Securities Act for a public offering or offerings of debt securities or as otherwise contemplated by the Debt Commitment Letters and any other Available Financing, assuming that such offering(s) were consummated at the same time during the Company’s fiscal year as the offering(s) of debt securities contemplated by the Debt Commitment Letters, or as otherwise required in connection with the Available Financing and the Cole Subsidiaries reasonably transactions contemplated by this Agreement, or as otherwise necessary in order to obtain receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Commitment Letters and any other Available Financing (all such Debt Financinginformation in this clause (iii), the “Required Information”); (iv) participation using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Available Financing as reasonably requested by Cole’s senior management Parent or Acquisition Sub and, if requested by Parent or Acquisition Sub, to cooperate with and Representatives assist Parent or Acquisition Sub in obtaining such documentation and items; (v) executing and delivering, as of the negotiationEffective Time, execution any pledge and delivery of any Debt Financing security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents as may be reasonably requested by Spirit; Parent (vincluding a certificate of the Chief Financial Officer of the Company or any subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Available Financing) taking such actions as are reasonably requested and otherwise facilitating the pledging of collateral and providing of guarantees contemplated by Spirit or its the Debt Commitment Letters and any other Available Financing Sources to facilitate (including cooperation in connection with the satisfaction on a timely basis pay-off of all conditions precedent to obtaining such Debt Financingexisting indebtedness and the release of related Liens); (vi) taking all actions as may be reasonably requested by Spirit or its necessary to (A) permit the prospective persons involved in the Available Financing Sources to evaluate the Company, including the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the repayment of the existing Indebtedness of Coleforegoing; (vii) causing its independent auditors using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other Representatives parties to cooperate material leases, encumbrances and contracts to which any subsidiary of the Company is a party and to arrange discussions among Parent, Acquisition Sub and their financing sources with the Debt Financingother parties to material leases, encumbrances and contracts; and (viii) taking such actions as may be required facilitating the consummation of the Available Financing and to permit any the proceeds thereof, together with the cash at the Company and marketable securities of Cole and the Cole Subsidiaries its subsidiaries, to be made available to finance, in part, the Closing on Company to consummate the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole Offer and the Cole Subsidiaries is complete Merger; provided, however, that notwithstanding the foregoing, no obligations of the Company, its subsidiaries or their Representatives under any such agreement, certificate, document or instrument shall be effective until the Effective Time; provided further, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its subsidiaries; and correct provided further, that neither the Company nor any of its subsidiaries shall be required to pay any commitment fee or other fee or payment to obtain consent or to incur any liability with respect to the Debt Financing prior to the Effective Time. The Company will update any such Required Information in all material respects and order to ensure that such Required Information does not and will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are made, therein not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior The Company hereby consents to the Closing, be required to pay any commitment or similar fee or make any other payment use of its and its subsidiaries’ logos in connection with the existing Indebtedness of Cole. None Available Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its subsidiaries or the reputation or goodwill of the representations, warranties Company or covenants of its subsidiaries. Parent shall reimburse the Cole Parties shall be deemed to apply to, or deemed breached or violated byCompany for any out-of-pocket costs and expenses incurred in connection with the Company’s, any of the actions contemplated by its subsidiaries’ or any of their respective Representatives’ obligations under this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources6.12.

Financing Cooperation. (a) Cole agrees The Company shall use its commercially reasonable efforts to provide such assistance actively assist (and to cause the Cole Subsidiaries of the Company to actively assist) Parent, Merger Sub and its and their respective Representatives the Lenders in completing a syndication with respect to provide such assistance) with any debt financing (the “Debt Financing”) , as is reasonably requested by Spirit. Such such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritParent from time to time, including: (i) using commercially reasonable efforts to ensure that the syndication efforts benefit from the Company’s and its Subsidiaries’ existing banking relationships; (vii) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate facilitating direct contact, following reasonable advance notice and during normal business hours, between senior management of the satisfaction on a timely basis of all conditions precedent to obtaining such Debt FinancingCompany and the proposed Lenders; (viiii) taking using commercially reasonable efforts to prepare and provide to the Lenders all actions reasonable information with respect to the Company and its Subsidiaries, including all financial information, projections and other forward-looking information (such projections and other forward-looking information, the “Projections”), as the Commitment Parties may reasonably request in connection with the Debt Financing and arrangement and syndication thereof; (iv) assisting, as such assistance may be reasonably requested by Spirit Parent from time to time, with the preparation of one or its Financing Sources more confidential information memoranda and other marketing materials to be used in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate syndication associated with the Debt Financing; (v) facilitating the participation, following reasonable advance notice and during normal business hours, by the Company’s officers in meetings with prospective Lenders; (vi) furnishing, upon reasonable request and for no fee (other than the reimbursement of any out-of-pocket expenses), to the Commitment Parties electronic versions of the trademarks, service marks and corporate logos of the Company and its Subsidiaries solely for the purpose of facilitating the syndication of the Debt Financing (with no right of assignment or transfer); (vii) delivering to the administrative agent under the Debt Financing a secretary’s certificate of the Company and each Subsidiary of the Company that becomes a guarantor under the Debt Financing attaching the organizational documents, resolutions or other action approving the Debt Financing, and good standing and incumbency certificates with respect to the Company; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its using commercially reasonable best efforts to provide, provide all documentation and cause its Representatives other information with respect to provide, to Spirit the Company and its financing sources Subsidiaries that shall have been reasonably requested by such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, administrative agent at least seven days prior to the ClosingClosing Date that such administrative agent reasonably determines, based on the advice of legal counsel, is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001). No breach by the Company of this covenant shall be required deemed material for purposes of this Agreement, nor shall any such breach give rise to pay any commitment liability or similar fee obligation on the part of the Company or make any rights on the part of Parent or Merger Sub, in each case, unless such breach is a material breach and is the primary cause of the Debt Financing not being funded under the Debt Commitment Letter. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives for any liability, cost or expense (including all travel and administrative expenses and all reasonable fees of counsel, accountants and other payment in connection financial advisors to the Company) arising out of their compliance with the existing Indebtedness of Coleforegoing covenants. None of the representations, warranties or covenants of the Cole All Lenders and Commitment Parties shall be deemed to apply tobe “Representatives” (as defined in the Confidentiality Agreement) of Parent, or deemed breached or violated byand all information obtained by Parent, any of its representatives, any Lender or any Commitment Party shall be subject to the actions contemplated by this Section 7.18 or provisions of the Confidentiality Agreement. Any failure by any action taken Lender or Commitment Party to comply with the Confidentiality Agreement, or any act or omission by any Cole Lender or Commitment Party at that, if committed by Parent, would constitute a breach of the request Confidentiality Agreement, shall be deemed to be a breach of Spirit or its Financing Sourcesthe Confidentiality Agreement by Parent for which Parent shall be responsible.

Financing Cooperation. The Sellers shall provide, and shall cause the Companies, Subsidiaries and shall request their respective representatives (including legal and accounting advisors) to provide, at Buyer’s cost, commercially reasonable cooperation in connection with the arrangement of any financing to be obtained by Buyer in connection with the Debt Financing including (a) Cole agrees to provide such assistance (participation in meetings, presentations, road shows, due diligence sessions and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) sessions with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financingrating agencies; (iib) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting with the preparation of materials for rating agency presentations presentations, offering documents, private placement memoranda and meetings with rating agencies as may be requested by Spiritbank financing; (iiic) delivery to Spirit executing and its Financing Sources of delivering any financial information pertaining to Cole credit, pledge and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiationsecurity documents, execution and delivery of any Debt Financing other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by SpiritBuyer (including a certificate of the chief financial officer of the Companies and Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (provided that no such pledge or security documents shall be effective until the Closing); (vd) taking such actions furnishing Buyer and its financing sources as are promptly as practicable with financial and other pertinent information regarding the Companies and Subsidiaries as may be reasonably requested by Spirit or its Financing Sources Buyer so as to facilitate allow Buyer to arrange for the satisfaction on a timely basis preparation of all conditions precedent such reports and resolutions from the Board of Directors of each U.K. Entity as may be required under Sections 155 to obtaining such 158 (inclusive) of the UK Companies Xxx 0000 (UK) with respect to the giving by any UK Entity of financial assistance in connection with the Debt Financing; (vid) taking all requesting the auditor (the “Financial Assistance Auditor”) of any UK Entity referred to in the preceding sub-Section (c) to provide such accountants’ letters and reports as may be required for such purpose, subject to the provision, to the reasonable satisfaction of such Financial Assistant Auditor, of comfort regarding the future solvency of the relevant UK Entities; and (e) such other actions as may be reasonably requested by Spirit or its Financing Sources in connection therewith. The Sellers hereby consent to the use of the Companies’ and Subsidiaries’ logos in connection with the repayment Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Companies or Subsidiaries or the reputation or goodwill of the existing Indebtedness of Cole; (vii) causing its independent auditors Companies or Subsidiaries and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingtheir marks. Notwithstanding the foregoing, none to the extent a U.K. Entity is required to provide a resolution from its Board of Cole Directors with respect to the Debt Financing or to the extent such UK Entity or any Cole Subsidiary shall, prior to the Closing, be of its directors is required to pay execute any commitment or similar fee or make any other payment document in connection with the existing Indebtedness of Cole. None of the representationsDebt Financing , warranties or covenants of the Cole Parties such resolutions shall be deemed approved by the Board of Directors of such U.K. Entity comprised solely of members appointed by the Buyer and no director appointed by the Sellers shall be obliged to apply to, or deemed breached or violated by, sign any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcessuch document for such purpose.

Financing Cooperation. (a) Cole agrees Parent shall, and shall cause its Affiliates to, use reasonable best efforts to provide such assistance (take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the Cole Subsidiaries and its and their respective Representatives Financing or any Substitute Financing as promptly as possible following the date of this Agreement (and, in any event, no later than the Closing Date), including using reasonable best efforts to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in(A) maintain in effect the Debt Letters and in all material respects comply with all of their respective obligations thereunder and (B) negotiate, enter into and deliver definitive agreements with respect to the Financing reflecting the terms contained in the Debt Letters (or with other terms agreed by Parent and the Financing Source Parties, subject to the restrictions on amendments of the Debt Letters set forth below), so that such agreements are in effect no later than the Closing, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction satisfying on a timely basis of all the conditions to the Financing and the definitive agreements related thereto that are in Parent’s (or its Affiliates’) control. In the event that all conditions precedent set forth in Sections 9.01 and 9.02 have been satisfied or waived or, upon funding shall be satisfied or waived, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby. Parent shall, promptly after obtaining such knowledge thereof, give the Company written notice of any (A) material breach or default by a Financing Party or any party to any definitive document related to the Financing of the Debt Letters or any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination in writing of the Debt Letters or the Financing by the Financing Parties or (C) material dispute or disagreement between or among any parties to the Debt Letters or any definitive document related to the Financing; (vi) taking all actions as provided, that neither Parent nor any of its Affiliates shall be under any obligation to disclose any information that is subject to attorney client or similar privilege to the extent such privilege is asserted in good faith. Parent may be reasonably requested by Spirit amend, modify, terminate, assign or its Financing Sources in connection with agree to any waiver under the repayment Debt Letters without the prior written approval of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required Company, provided, that Parent shall not, without Company’s prior written consent, permit any cash and marketable securities of Cole and the Cole Subsidiaries such amendment, modification, assignment, termination or waiver to be made to, or consent to any waiver of, any provision of or remedy under the Debt Letters which would (A) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) such that the aggregate funds that would be available to finance, in part, Parent on the Closing Date would not be sufficient to provide the funds required to be funded on the Closing Date to consummate the Merger, or (B) impose new or additional conditions to the Financing or otherwise expand, amend, modify or waive any of the conditions to the Financing (unless such expanded, amended or modified conditions are in the aggregate substantially equivalent to (or more favorable to the Company and Parent than) the existing conditions to the Financing, or (C) otherwise expand, amend, modify or waive any provision of the Debt Letters in a manner that in any such case would reasonably be expected to (1) materially delay or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date. Cole will use , (2) materially adversely impact the ability of Parent to enforce its reasonable best efforts rights against the Financing Parties or any other parties to provide, and cause its Representatives the Debt Letters or the definitive agreements with respect thereto or (3) materially adversely affect the ability of Parent to provide, to Spirit and its financing sources such information as may be necessary so that timely consummate the financing information pertaining to Cole Merger and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinother transactions contemplated hereby; provided, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding that notwithstanding the foregoing, none of Cole Parent may modify, supplement or any Cole Subsidiary shallamend the Debt Letters to add lenders, prior to the Closinglead arrangers, be required to pay any commitment bookrunners, syndication agents or similar fee or make any other payment in connection with entities that have not executed the existing Indebtedness of Cole. None Debt Letters as of the representationsdate of this Agreement. In the event that new commitment letters and/or fee letters are entered into in accordance with any amendment, warranties replacement, supplement or covenants other modification of the Cole Parties Debt Letters permitted pursuant to this Section 8.04, such new commitment letters and/or fee letters shall be deemed to apply tobe a part of the “Financing” and deemed to be the “Debt Letters” for all purposes of this Agreement. Parent shall promptly deliver to the Company copies of any termination, amendment, modification, waiver or replacement of the Debt Letters. If funds in the amounts set forth in the Debt Letters, or deemed breached or violated byany portion thereof, become unavailable, Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify the Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to Parent, taken as a whole, than the terms and conditions as set forth in the Debt Letters, taking into account any “market flex” provisions thereof) sufficient to enable Parent to consummate the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the actions contemplated by new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee amounts, pricing caps, the rates and amounts included in the “market flex” and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Debt Letters” for all purposes of this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesAgreement.

Financing Cooperation. (a) Cole agrees to provide such assistance (Purchaser shall, and to shall cause the Cole Subsidiaries and each of its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited Affiliates to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, obtain the Debt Financing on a timely basis on the terms and cause its Representatives to provide, to Spirit and its financing sources conditions described in the Debt Commitment Letters (as such information as terms may be necessary so that modified in connection with the financing information pertaining exercise of any “flex” provisions provided for therein), including using its reasonable best efforts to Cole and the Cole Subsidiaries is complete and correct (i) comply in all material respects with its obligations under the applicable Debt Commitment Letters, (ii) maintain in effect the Debt Commitment Letters, (iii) negotiate and does enter into all definitive agreements with respect to the Debt Commitment Letters (collectively, the “Debt Financing Documents”) on a timely basis on terms and conditions (including the “flex” provisions) contained therein or otherwise not and will not contain any untrue statement of a material fact or omit materially less favorable to state a material fact necessary to make the statements contained therein, Purchaser in the light aggregate than those contained in the Debt Commitment Letters, (iv) satisfy on a timely basis all conditions applicable to Purchaser contained in the applicable Debt Financing Documents within their control (or obtain a waiver thereof), including the payment of any commitment, engagement or placement fees required to be paid as a condition to the Debt Financing on or prior to the Closing Date, (v) enforce in all material respects all of its rights under or with respect to the applicable Debt Financing Documents upon the satisfaction of the circumstances applicable conditions contained therein and (vi) consummate the Debt Financing at or prior to the Closing (it being understood that it is not a condition to Closing under which such statements are madethis Agreement for Purchaser to obtain the Debt Financing). Purchaser shall use commercially reasonable efforts to keep the Sellers’ Representative informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Purchaser shall give the Sellers’ Representative prompt (and in any event, not misleading. Notwithstanding within two (2) Business Days) written notice of any of the foregoingfollowing, none of Cole or any Cole Subsidiary shall, to the extent occurring prior to the Closing: (A) upon having knowledge of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be required expected to pay give rise to any commitment material breach or similar fee default) by any party of any of the Debt Financing Documents or make any termination of any of the Debt Financing Documents, (B) of the receipt of any notice or other payment communication from any Person with respect to any material dispute or disagreement between or among any parties to the Debt Commitment Letters (it being understood and agreed that customary negotiations with respect to the Debt Financing and the Debt Commitment Letters (or any agreement related thereto) shall not constitute a material dispute or disagreement) that relates to the termination of or the satisfaction of the conditions to, the obligations of the Debt Financing Sources party thereto to fund their applicable portion of the Debt Financing, (C) of the occurrence of an event or development that would reasonably be expected to have a material and adverse impact on the ability of Purchaser to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letters and (D) if for any reason (other than as a result of the failure of the conditions set forth in Section 8.2 to be satisfied) Purchaser has determined in good faith that it shall not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letters. As soon as reasonably practicable, but in any event, within three (3) Business Days following delivery by the Sellers’ Representative to Purchaser of written request therefor, Purchaser shall provide any information reasonably requested by the Sellers’ Representative relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence; provided that nothing in this sentence or the immediately preceding sentence shall require Purchaser to provide any such information to the extent disclosure could reasonably be expected to result in a waiver of attorney client privilege (provided that, if any such access is limited for the foregoing reason, Purchaser shall use its commercially reasonable efforts to establish a process that shall provide the Sellers’ Representative with timely access to the fullest extent possible to the substance of such information). Other than as such terms may be modified in connection with the existing Indebtedness exercise of Cole. None any “flex” provisions provided for in the Debt Commitment Letter and as set forth in Section 6.8(b), Purchaser shall not, without the prior written consent of the representationsSellers’ Representative, warranties amend, modify, supplement or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, waive any of the actions conditions or contingencies to funding contained in the Debt Financing Documents or any other provision of, or remedies under, the Debt Financing Documents, in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of (x) adversely affecting in any respect the ability of Purchaser to timely consummate the transactions contemplated by this Section 7.18 Agreement, including by reducing the aggregate amount of the Debt Financing contemplated by the Debt Commitment Letters, (y) imposing new or by any action taken by any Cole Party additional conditions or otherwise expanding, amending, modifying, supplementing or waiving the conditions to the Debt Financing in a manner that would materially delay the Closing or make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (z) adversely affecting the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters; provided that Purchaser shall be permitted to amend the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or other agents and arrangers that have not executed the Debt Commitment Letter as of the date hereof. In the event all conditions applicable to the Debt Financing Documents have been satisfied and all of the conditions set forth in Article 9 have been satisfied (other than those to be satisfied at the request Closing, but subject to the satisfaction or waiver of Spirit or such conditions), Purchaser shall use its reasonable best efforts to cause the Debt Financing SourcesSources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement.

Financing Cooperation. (a) Cole agrees During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company will, and will cause each Company Subsidiary to and will direct their respective management, officers and other representatives to, use reasonable best efforts to provide such cooperation and assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includeParent in connection with the arrangement, but not be limited tosyndication, the followingnegotiation and receipt of any Debt Financing, including: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings furnishing Parent with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any reasonably available financial information pertaining to Cole (including historical financial statements for periods ending after the date of the Financial Statements) regarding the Company and the Cole Company Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Parent, (ii) providing reasonably available information to Parent to permit Parent to prepare any pro forma financial statements required to delivered in connection with any Debt Financing, (iii) so long as specifically requested at least ten (10) Business Days prior to the Closing Date, furnish Parent at least three (3) Business Days prior to the Closing Date, with all reasonably available documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, (iv) upon reasonable prior notice and in reasonably convenient locations (or via telephonic meeting), make management of the Company and the Company Subsidiaries available to participate in a reasonable number of meetings, lender presentations, rating agency presentations and due diligence sessions, (v) taking such actions as are reasonably requested by Spirit or its cooperating with the syndication process relating to any Debt Financing, including assisting Parent and the Debt Financing Sources in the preparation of lender presentations, rating agency presentations, private placement memoranda, bank information memoranda and similar documents and delivering customary authorization letters to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with therewith, (vi) permitting the repayment of Debt Financing Sources and their representatives to examine, evaluate and assess the existing Indebtedness of Cole; Company and the Company Subsidiaries, including their respective assets, cash management, borrowing base and accounting systems, policies and procedures related thereto, (vii) causing its independent auditors facilitating the obtainment of third party appraisals and other Representatives field examinations and assisting in providing a reasonably detailed calculation of the borrowing base prior to cooperate with the Closing Date and facilitating the setting up of accounts and systems as required by any asset-based Debt Financing; Financing Sources and (viii) taking such actions as may be required permit any cash and marketable securities directing officers of Cole the Company and the Cole Company Subsidiaries to who will be made available to finance, in part, officers of the Company or any Company Subsidiary after the Closing on to take reasonable corporate actions, subject to the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement occurrence of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, necessary to permit the consummation of the Debt Financing (including executing and delivering at Closing any pledge and security documents, payoff letters, other definitive financing agreements, notes or documents, and officer’s certificates, solvency certificates and documents as reasonably requested by Parent); provided, however, that (x) no cooperation requested under this Section 6.17 shall unreasonably interfere with the ongoing business or operations of the Company or the Company Subsidiaries, (y) no obligation of the Company and the Company Subsidiaries under any certificate, document or instrument shall be effective until the Closing (other than customary authorization or representation letters), and the Company and the Company Subsidiaries shall not be required to pay any commitment or similar fee or make incur any other payment liability, execute or deliver any certificate, document or instrument, or prepare any financial statements or other financial information in connection with the existing Indebtedness arrangement of Cole. None of any financing prior to the representations, warranties or covenants of the Cole Parties Closing other than customary authorization and representation letters and (z) no cooperation requested under this Section 6.17 shall be deemed to apply to, or deemed breached or violated by, require any of the actions contemplated by this Section 7.18 or by Company and the Company Subsidiaries to take any action taken that would conflict with any applicable material Law or their respective Organizational Documents. The Company and the Company Subsidiaries consent to the customary and reasonable use of their respective logos solely in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company and the Company Subsidiaries or their Affiliates or the reputation or goodwill of the Company and the Company Subsidiaries or any of their Affiliates. Notwithstanding the foregoing, it is understood and agreed by any Cole Party at the request Parent that receipt of Spirit or its Financing Sourcesthird-party financing is not a condition to the obligation of the Parent to consummate the Closing.

Financing Cooperation. (a) Cole agrees In connection with the Acquisition Financing, NPC shall provide, and shall cause its Subsidiaries to provide such assistance (provide, and to cause the Cole Subsidiaries and shall use its and their respective Representatives reasonable best efforts to cause the officers, employees, representatives and advisors, including legal and accounting advisors, of NPC and its Subsidiaries to provide such assistance) (in all cases prior to the Closing), reasonable cooperation in connection with any debt financing (the “Debt Financing”) arrangement of the Acquisition Financing as is may be reasonably requested by Spirit. Such assistance shall includethe Purchaser and that is necessary, but customary or advisable in connection with the Purchaser’s efforts to obtain the Acquisition Financing (provided that such requested cooperation does not be limited tounreasonably interfere with the ongoing operations of NPC or any of its Subsidiaries), the followingincluding: (i) participation inin meetings, drafting sessions, road shows, rating agency presentations and reasonable assistance with, due diligence sessions and furnishing the marketing efforts related Purchaser and its financing sources with the financial information regarding NPC and its Subsidiaries that is required to any such be delivered pursuant to the Debt FinancingCommitment Letters; (ii) participation by Cole’s senior management assisting the Purchaser and Representatives in, and reasonable assistance with, its financing sources in the preparation of (A) a customary offering documents, private placement memoranda, prospectuses, materials for any bank financing and similar documents in connection with any of the Acquisition Financing and (B) materials for rating agency presentations and meetings with rating agencies as may be requested by Spiritpresentations; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries facilitating customary due diligence, including taking all actions reasonably necessary to obtain such (A) permit the prospective lenders involved in the Debt FinancingFinancing to evaluate NPC’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; (iv) participation using reasonable best efforts to obtain from NPC’s auditors such accountants’ comfort letters and reports as may be reasonably requested by Cole’s senior management Purchaser and Representatives the consent of such auditors to the use of their reports in any materials relating to the negotiationAcquisition Financing; (v) using reasonable best efforts to obtain such consents, execution legal opinions, surveys and delivery of any title insurance as reasonably requested by Purchaser; (vi) entering into one or more credit or other agreements on terms satisfactory to Purchaser in connection with the Debt Financing to the extent direct borrowings or debt incurrences by NPC or any of its Subsidiaries are contemplated by the Debt Commitment Letters; (vii) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Spirit; Purchaser (v) taking such actions as are reasonably requested by Spirit including a certificate of the chief financial officer of NPC or its Financing Sources Subsidiaries with respect to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financingsolvency matters); and (viii) taking such actions as may be required permit any cash and marketable securities taking, or at NPC’s option, appointing a representative of Cole and Purchaser to take, all corporate actions, subject to the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement occurrence of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, reasonably requested by Purchaser to permit the consummation of the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing by NPC and/or its Subsidiaries; provided that none of the Sellers, NPC nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or make incur any other payment Liability in connection with the existing Indebtedness Acquisition Financing prior to the Closing for which it is not reimbursed or indemnified by Purchaser (it being understood, however, that NPC shall bear all costs and expenses of Cole. None its annual audit); provided further that the effectiveness of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any documentation executed by any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit Sellers, NPC or its Subsidiaries in connection with such Acquisition Financing Sourcesshall be subject to the consummation of the Closing. NPC hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing.

Financing Cooperation. (a) Cole agrees to provide such assistance (During the Interim Period, upon the request of Buyer, the Company shall, and to shall cause the Cole its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will shall use its reasonable best efforts to provide, and cause its and their Representatives to, at the sole expense of Buyer (other than with respect to provideclause (ii) below), use its and their reasonable best efforts to Spirit provide such cooperation as may reasonably be requested by Buyer in connection with any Buyer financing, including any offering of securities and any SEC filings to be made by Buyer, including, as applicable, by: (i) designating one or more members of the Company’s senior management to participate in a small number of meetings, due diligence and drafting sessions, rating agency presentations and road shows, if any, in each case, upon reasonable advance notice and at reasonable times; (ii) providing information with respect to the Company and the Company Subsidiaries, including such qualitative and quantitative information with appropriate financial metrics to provide disclosures to enable potential investors in any securities offering to bridge the Financial Statements to be reflective of the financial performance of the assets and operations being acquired by Buyer, as reasonably requested by Buyer or its financing sources such information sources; (iii) providing reasonable assistance as may be necessary so requested by Buyer in connection with documentation to be prepared by it, including SEC filings to be made by Buyer, offering memoranda, private placement memoranda, prospectuses, bank confidential information memoranda, rating agency presentations and similar documents; (iv) requesting that Deloitte & Touche LLP or other relevant accountants of the financing information pertaining to Cole Company and the Cole Company Subsidiaries is complete cooperate with Buyer, including by participating in drafting sessions and correct accounting due diligence sessions, and seeking to obtain the consent of, and customary comfort letters (including customary “negative assurances”) from, Deloitte & Touche LLP (including by providing customary management letters and requesting legal letters to obtain such consent) in all material respects and does not and will not contain connection with any untrue statement of a material fact securities offering by Buyer if reasonably necessary or omit to state a material fact necessary to make the statements contained therein, in the light desirable for Buyer’s use of the circumstances under which Company’s or the Company Subsidiaries’ financial statements; and (v) cooperating reasonably with Buyer’s legal counsel in connection with any legal opinions that such statements are madelegal counsel may be required to deliver in connection with any securities offering, not misleadingto the extent customary and reasonable. Notwithstanding the foregoing, none of Cole nothing in this Section 6.21 shall (A) require the Company or its Subsidiaries to take any action that would reasonably be expected to conflict with or violate any applicable Law, Organizational Documents or any Cole Subsidiary shallContracts, prior to (B) require the Closing, be required Company or any of its Subsidiaries to pay any commitment or similar fee fee, pay or make reimburse any third party expense, provide any indemnities (other payment than customary indemnities to Deloitte & Touche LLP), or incur or assume any liability or obligation, in connection with such Buyer financing, (C) unreasonably interfere with the existing Indebtedness of Cole. None ongoing operations of the representations, warranties Company or covenants any of the Cole Parties shall be deemed to apply toits Subsidiaries, or deemed breached or violated by, any of (D) require the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit Company or its Financing SourcesSubsidiaries to adopt resolutions or execute consents to approve or authorize the execution of such Buyer financing prior to the Closing.

Financing Cooperation. (a) Cole agrees PKI shall, and shall cause the Asset Sellers and the Acquired Companies to, use commercially reasonable efforts to provide Buyer with such assistance (cooperation in connection with Buyer’s arrangement and to cause obtaining of the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; Buyer (vthe “Financing Cooperation”), provided that (a) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection Cooperation does not unreasonably interfere with the repayment ongoing operations of the existing Indebtedness of Cole; (vii) causing PKI and its independent auditors and other Representatives to cooperate with the Debt Financing; subsidiaries and (viiib) taking such actions as may be required permit neither PKI nor any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, subsidiaries shall be required to pay any commitment or other similar fee or make incur any other payment liability (for avoidance of doubt, excluding any allocable overhead costs) in connection with such cooperation. Buyer shall, promptly upon request by PKI, reimburse PKI for all reasonable out-of-pocket costs incurred by PKI or any of its subsidiaries in connection with such Financing Cooperation. Such Financing Cooperation will include (i) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the existing Indebtedness of Cole. None Debt Financing, (ii) providing such financial and other information regarding the Business as is reasonably available and reasonably required to be delivered as a condition precedent to the initial funding of the representationsDebt Financing and providing such other financial and other information regarding the Business as is reasonably available and reasonably requested by Buyer, warranties or covenants (iii) providing, within the time period required under the terms of the Cole Parties Debt Financing, documentation and information required by sources of the Debt Financing to be delivered under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, (iv) reasonably promptly responding to any diligence inquiries of the sources of the Debt Financing, (v) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, payoff letters, lien releases, and other customary agreements from the Business’ landlords, depositary banks, lenders or other third parties as may be requested by the sources of the Debt Financing, and (vi) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective sources of the Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 4.8 shall be deemed kept confidential in accordance with the Confidentiality Agreement; provided that disclosure shall be permitted to apply tobe made to the prospective and actual sources of the Debt Financing, subject to the terms of the Confidentiality Agreement or a confidentiality agreement to be entered into with the sources of the Debt Financing on substantially similar terms to the Confidentiality Agreement or other customary terms reasonably acceptable to PKI and the applicable sources of the Debt Financing. Buyer shall indemnify and hold harmless PKI, the other Sellers, the Acquired Companies and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with their cooperation in respect of the arrangement of the Debt Financing and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information reasonably requested by Buyer and specifically approved in writing by PKI for use therein (such approval not to be unreasonably withheld or delayed)), except to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties resulted from the gross negligence or willful misconduct of, or deemed breached or violated breach of this Agreement by, any of PKI, the actions contemplated by this Section 7.18 other Sellers, the Acquired Companies or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcestheir respective representatives.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (Completion, the Seller shall provide, and shall use all reasonable endeavours to cause the Cole Subsidiaries each Target Company and its representatives (including legal, financial and their respective Representatives accounting advisors) to provide such assistance) provide, all cooperation reasonably requested by the Buyer Group in connection with any debt the arrangement of the financing to be obtained by the Buyer Group in connection with the transactions contemplated by this Agreement (the “Debt Financing”) as (it being understood that the completion of any Financing is reasonably requested by Spirit. Such assistance shall includenot a condition to the obligations of the Buyer hereunder), but not be limited toincluding, the following: without limitation, (i) participation inassisting with the preparation of materials for rating agency presentations, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management executing and Representatives indelivering any pledge and security documents, and reasonable assistance withother definitive financing documents, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing or other certificates or documents as may be reasonably requested by Spirit; and otherwise reasonably facilitating the pledging of collateral (vprovided that no such pledge or security documents shall be effective until Completion), (iii) taking such actions furnishing the Buyer Group and their Financing sources as are reasonably requested by Spirit or its Financing Sources to facilitate promptly as practicable with financial and other pertinent information regarding the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions Target Group Companies as may be reasonably requested by Spirit the Buyer, (iv) providing monthly accounts of the Target Group Companies (excluding footnotes) and annual audited accounts of the Seller Group within the time frame, and to the extent, such accounts are prepared, and (v) taking all corporate actions, subject to the occurrence of Completion, reasonably requested by the Buyer Group to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Financing, by the Target Group Companies immediately following Completion; provided that in each case such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller or the Target Group Companies. The Seller hereby consents to the use of its Financing Sources and the Target Group Companies’ logos in connection with the repayment Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Seller or the Target Group Companies or the reputation or goodwill of the existing Indebtedness Seller or the Target Group Companies and its or their marks. For the avoidance of Cole; doubt, (viii) causing its independent auditors and other Representatives to cooperate if any such cooperation as described in this clause 7.5 would, or would reasonably be likely to, result in or require access to, or the disclosure of, Competitive Information, such access or disclosure shall only be made in accordance with the Debt Financing; clause 7.1(b), and (viiiii) taking such actions as may be required permit any cash and marketable securities for the purposes of Cole and the Cole Subsidiaries to be made available to finance, in partthis clause 7.5 only, the Closing on the Closing Date. Cole will use its reasonable best efforts proviso set out in clause 7.1(b) in relation to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties Syniverse’s advisors shall be deemed to apply to, or deemed breached or violated by, any include representatives of Syniverse’s and the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesBuyer’s financing sources and their respective outside legal counsel.

Financing Cooperation. (a) Cole agrees In connection with the Acquisition Financing, the Seller shall provide, and shall cause its Subsidiaries to provide such assistance (and shall use its reasonable best efforts to cause its Representatives (including members of senior management of the Cole Subsidiaries Business as provided in this Section 5.12(b)), including legal and its and their respective Representatives accounting advisors, to provide such assistance) (in all cases prior to the Closing), reasonable cooperation in connection with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, arrangement of the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Acquisition Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spiritthe Purchaser and that is necessary, customary or advisable in connection with the Purchaser’s efforts to obtain the Acquisition Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller or the Business), including: (i) participation in meetings, rating agency presentations and due diligence sessions and furnishing the Purchaser and its financing sources with the financial and other information regarding the Business or the transactions contemplated by this Agreement that is required to be delivered pursuant to the Debt Commitment Letters, including furnishing as promptly as reasonably practical, the Required Information; (vii) taking such actions as are reasonably requested by Spirit or assisting the Purchaser and its financing sources in the preparation of (A) materials for any bank financing and similar documents in connection with any of the Acquisition Financing, including customary confidential information memoranda and lender and investor presentations (including assistance with the preparation of “public” versions thereof), and providing to the financing sources customary authorization and representation letters with respect thereto, and (B) materials for rating agency presentations, and otherwise assisting the Purchaser in procuring a public corporate credit rating and a public corporate family rating in respect of the borrower under the Debt Financing Sources to facilitate and public ratings for any of the satisfaction on a timely basis of all conditions precedent to obtaining such Debt FinancingFinancing offered in connection therewith; (viiii) taking all actions facilitating customary due diligence; (iv) using reasonable best efforts to obtain from its auditors such accountants’ comfort letters and reports as may be reasonably requested by Spirit or its Financing Sources the Purchaser and the consent of such auditors to the use of their reports in connection with any materials relating to the repayment of the existing Indebtedness of ColeAcquisition Financing; (viiv) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its using reasonable best efforts to provideobtain such consents, legal opinions, surveys and cause title insurance as reasonably requested by the Purchaser or its Representatives financing sources in connection with any of the Acquisition Financing; (vi) assisting in the preparation of the definitive agreements with respect to providethe Debt Financing, including credit agreements, intercreditor agreements, pledge and security documents and certificates and other documents relating thereto or required to be delivered thereunder, as reasonably requested by the Purchaser and, to Spirit the extent contemplated by the Debt Commitment Letters, otherwise facilitating the granting or perfection of security interests to secure the Debt Financing, including delivery of certificates representing equity interests constituting collateral, intellectual property filings with respect to intellectual property constituting collateral and mortgages with respect to owned real property constituting collateral and obtaining releases of existing Liens; and (vii) furnishing the Purchaser and its financing sources such information as may be necessary so that the financing information pertaining to Cole promptly, and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, event at least three (3) Business Days prior to the ClosingClosing Date, with all documentation and other information required by any Governmental Authority with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, in each case, to the extent that such documentation and information has been reasonably requested at least ten (10) days prior to the Closing Date; provided that neither the Seller nor any of its Affiliates shall be required to pay any commitment or other similar fee or make incur any other payment Liability in connection with the existing Indebtedness Acquisition Financing prior to the Closing for which it is not reimbursed by the Purchaser. The Seller hereby consents to the use of Cole. None of its and its Subsidiaries’ logos in connection with the representations, warranties Debt Financing; provided that such logos are used solely in a manner that is not intended to or covenants of reasonably likely to harm or disparage the Cole Parties shall be deemed to apply to, Seller or deemed breached or violated by, any of the actions contemplated by this Section 7.18 Subsidiaries or by the reputation or goodwill of the Seller or any action taken by any Cole Party at the request of Spirit or its Financing SourcesSubsidiaries.

Financing Cooperation. (a) Cole agrees 6.3.1 The Sellers shall cause the Group Companies to provide such assistance (to Guarantor, and shall use Commercially Reasonable Efforts to cause representatives of the Cole Subsidiaries and its and their respective Representatives Group Companies to provide such assistance) to Guarantor, on a reasonably timely basis, all cooperation reasonably requested by Guarantor in connection with the arrangement and marketing of any debt financing (including any issuance of debt securities by Guarantor or Purchaser) incurred in connection with the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall includetransactions contemplated hereunder and the repayment of the indebtedness listed on Schedule 5, but not be limited to, the followingincluding by: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit furnishing Guarantor and its Financing Sources of any financing sources as promptly as reasonably practicable with such financial and other pertinent information pertaining to Cole and regarding the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents Group Companies as may be reasonably requested by Spirit; Guarantor or Guarantor’s financing sources, including access to and cooperation with the Company’s accountants, (ii) reasonably cooperating with Guarantor’s financing sources and their respective agents with respect to their due diligence, including by giving access to documents relating to the Group Companies for diligence in connection with capital markets transactions,(iii) furnishing Guarantor and Guarantor’s financing sources promptly with all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, (iv) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of the outstanding indebtedness of the Group and any outstanding financial instruments, listed in Schedule 5, (v) taking facilitating the execution and delivery at the Closing of definitive documents related to any debt financing at the Closing (provided that no obligation of the Group Companies under any such actions as are reasonably requested by Spirit or its Financing Sources document shall be effective prior to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; Closing) and (vi) taking all actions as may assisting Guarantor in the satisfaction of conditions precedent set forth in any debt financing to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Group Companies. Nothing in this Clause 6.3.1 shall require such cooperation to an extent that would reasonably interfere with the business or operations of any Group Company; if, in the reasonable opinion of the Company, additional resources must be reasonably requested hired to allow any Group Company to do so, the reasonable expenses thereof shall be borne by Spirit or its Financing Sources the Purchaser. The Company hereby consents to the use of the logos of the Group Companies in connection with the repayment syndication or marketing of any debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the existing Indebtedness of Cole; (vii) causing its independent auditors Group Companies or their marks and other Representatives to cooperate with the Debt Financing; and (viii) taking that such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the documentation explicitly states that Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does has not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcesyet occurred.

Financing Cooperation. (a) Cole agrees Seller and the Company shall use their commercially reasonable efforts to provide such assistance (provide, and shall use their commercially reasonable efforts to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is provide, to Purchaser and its Affiliates all cooperation reasonably requested by Spirit. Such assistance Purchaser in connection with the Debt Financing (for purposes of this Section 6.09, such term shall include, but not be limited deemed to include any Alternative Debt Financing) including using commercially reasonable efforts with respect to, the following: (ia) assistance with and participation in, and reasonable assistance with, by those Persons listed on Section 1.01(b) of the Seller Disclosure Schedule in the marketing efforts related to any such the Debt Financing; (iib) participation by Cole’s senior management and Representatives in, and reasonable assistance with, with the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spiritagencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors; (iiic) delivery to Spirit Purchaser and its Financing Sources as promptly as reasonably practicable of any the Financing Deliverables, the Financial Statements and such financial information pertaining relating to Cole and the Cole Subsidiaries Company customary or reasonably necessary for the completion of the Debt Financing to obtain such the extent reasonably requested by Purchaser in connection with the preparation of customary offering or information documents to be used for the Debt Financing; (ivd) participation assistance by Coletheir independent auditors in cooperating with the Financing Sources by providing customary assistance with the due diligence activities of the Purchasers and the Financing Sources; (e) ensuring that the Debt Financing benefits from the existing lending relationships of the Company and the Company’s senior management subsidiaries. Notwithstanding any other provision set forth herein or in any other agreement between the Company and Representatives Seller (or its Affiliates), the Company agrees that Seller and its Affiliates may share customary projections with respect to the Company and its business with the Financing Sources identified in the negotiationDebt Commitment Letter, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking that Seller, its Affiliates and such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining may share such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its information with potential Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate any marketing efforts in connection with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none such requested cooperation shall not unreasonably interfere with the ongoing operations of Cole or any Cole Subsidiary shallthe Company, prior to the Closing, Company shall not be required to pay any commitment or other similar fee or make any other payment or incur any other liability or obligation in connection with the existing Indebtedness of ColeDebt Financing prior to the Closing. None The Company shall not be required to issue any offering information document. The Company hereby consents to the use of the representationsCompany’s logos in connection with the Debt Financing; provided, warranties however, that such logos are used solely in a manner that is not intended, or covenants reasonably likely, to harm or disparage the Seller or the Company or the reputation or goodwill of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesCompany.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, each member of the Company Group shall use its reasonable best efforts to, and to shall cause the Cole Subsidiaries and its and their respective Representatives managers, officers, employees, agents, advisors and representatives to use reasonable best efforts to, provide to Buyer such assistance) cooperation as is reasonably requested by Buyer in connection with the arrangement and consummation of any debt financing to be incurred on the Closing Date in connection with the transactions contemplated hereunder (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include), but not be limited to, the following: including (i) participation inupon reasonable advance notice and normal business hours of the Company Group, causing appropriate senior officers of the Company Group to participate in a reasonable number of meetings and reasonable assistance with, presentations (or other sessions with the marketing efforts related to any such Debt Financing Sources) reasonably required in connection with the Debt Financing; , (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, providing the preparation of rating agency presentations and meetings with rating agencies as may be requested by SpiritRequired Information; (iii) delivery to Spirit assisting with obtaining customary legal opinions, insurance certificates and its endorsements and other customary documentation and items contemplated by the Debt Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries as reasonably necessary to obtain such Debt Financingrequested by Buyer; (iv) participation by Cole’s senior management and Representatives assisting in the negotiationgiving of guarantees and the granting of a security interest (and perfection thereof) in collateral, including obtaining releases of existing liens; (v) obtaining a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters, which certificate would be effective as of the Closing; (vi) furnishing no later than four (4) Business Days prior to the Closing all reasonably requested documentation and other information required by a Governmental Body under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company Group and solely to the extent requested at least nine (9) days prior to the Closing; and (vii) assisting in the preparation, execution and delivery of any Debt Financing one or more credit agreements, pledge and security documents (including customary schedules relating thereto) and other definitive financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources Xxxxx. The Company Group hereby consent to facilitate the satisfaction on a timely basis reasonable use of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources their logos, names, and trademarks in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; provided, however, that such logos, names and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and trademarks are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Cole Subsidiaries to be made available to finance, in part, Company Group or the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact reputation or omit to state a material fact necessary to make the statements contained therein, in the light goodwill of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole Company Group or any Cole Subsidiary shallof their respective products, prior to services, offerings or intellectual property rights. The Company Group shall not be required, under the Closingprovisions of this Section 6.06 or otherwise in connection with the Debt Financing, be required to pay any commitment or other similar fee prior to the Closing that is not advanced or make substantially simultaneously reimbursed by Xxxxx. Buyer shall indemnify, defend, and hold harmless the Company Group from and against any other payment and all liabilities, losses, damages, claims and reasonable and documented out-of-pocket expenses suffered or incurred by them in connection with the existing Indebtedness Debt Financing and their assistance to Buyer in connection with the Debt Financing and any information utilized in connection therewith except to the extent such liabilities, losses, damages, claims or expenses arose out of Cole. None or resulted from (A) information furnished by or on behalf of the representationsCompany Group or (B) the willful misconduct, warranties gross negligence, fraud or covenants intentional misrepresentation of the Cole Parties shall be deemed to apply to, Company Group or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sourcestheir respective managers, officers, employees, agents, advisors and representatives.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the earlier of the Closing and the termination of this Agreement, the Target shall, shall cause each other Company to, and shall use reasonable best efforts to cause the Cole Subsidiaries and its and their respective Representatives to officers, directors, employees, agents and representatives to, provide such assistance) with any debt financing (the “Debt Financing”) cooperation as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, required and customary in connection with the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; , at Purchaser’s expense, including (iix) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain taking such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents action as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources Purchaser to facilitate the satisfaction attachment or perfection on a timely basis the Closing Date substantially simultaneously with or immediately after the Closing of all conditions precedent the Financing Sources’ security interest in the equity interests of the Companies and of the Georgia C-Corporation and in the assets of the Companies (including the assets acquired pursuant to obtaining the transactions contemplated by Section 7.02(j)), (y) using commercially reasonable efforts to assist Purchaser with lien terminations in connection with the payment or discharge of Indebtedness contemplated by the Pay-Off Letters and the consummation of the transactions contemplated by Section 7.02(j), and (z) delivering to Purchaser such Debt Financing; (vi) taking all actions as may be reasonably documentation and other information requested by Spirit or its the Financing Sources in connection with applicable “beneficial ownership,” “know-your-customer” and anti-money laundering rules and regulations, including the repayment of Patriot Act and 31 C.F.R. §1010.230; provided, that the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate Companies shall not be required in connection with the Debt Financing to (A) pay any amount of any kind arising from or with respect to the Debt Financing; and , including any commitment or other similar fee, (viiiB) taking such actions as may be required permit incur any cash and marketable securities liability of Cole and any kind prior to the Cole Subsidiaries Closing, (C) enter into any binding agreement or commitment in connection with the Debt Financing that is effective prior to be made available to finance, in part, the consummation of the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so Date or (D) take any action that would (i) interfere with the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light ongoing operations of the circumstances under which such statements are madeCompanies, not misleading. Notwithstanding (ii) cause any representation, warranty, covenant or other obligation of the foregoing, none of Cole Companies in this Agreement or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make in any other payment in connection with the existing Indebtedness of Cole. None contract, document, agreement or arrangement to be breached, or (iii) cause any director, officer or employee of the representations, warranties Companies to incur or covenants of the Cole Parties shall be deemed purport to apply to, incur any personal liability or deemed breached or violated by, any of the actions contemplated by this Section 7.18 or by to take any action taken or refrain from taking any action the taking or failure to take which is reasonably believed by any Cole Party at the request of Spirit such director, officer or its Financing Sourcesemployee to violate such person’s fiduciary or other duties.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Initial Closing, the Company shall, and to shall cause the Cole each of its Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited to, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, such cooperation as may be reasonably requested by Purchaser or its financing sources in connection with the financings contemplated under the Debt Commitment Letters and the syndication thereof, as applicable, including using reasonable best efforts to (i) cause appropriate officers (including senior management), employees, representatives and advisors to be available to meet with ratings agencies, analysts, investment bankers and prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, (ii) provide reasonable assistance with the preparation of any ratings presentations, information memoranda, offering memoranda or other marketing and disclosure documents and customary information in connection therewith, (iii) provide any financing sources of Purchaser with reasonable access to the properties, books and records of the Company and its Representatives Subsidiaries (including for the purpose of conducting a customary commercial finance audit examination of the Company and its Subsidiaries), (iv) subject to providethe occurrence of the Initial Closing, to Spirit in the case of the Subsidiaries only, execute and deliver loan agreements, pledge, security and other collateral documents, intercreditor agreements, customary certificates, authorization letters, any other customary definitive financing documents and related customary loan documents as may be reasonably requested by Purchaser or its financing sources, (v) provide Purchaser and its financing sources such with all financial information and projections as may be necessary so that reasonably requested by Purchaser or its financing sources (including pro forma consolidated and consolidating balance sheets and related pro forma consolidated and consolidating statements of income of the financing information pertaining Company as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty-five (45) days before the Initial Closing Date, prepared by the Company after giving effect to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement transactions herein contemplated as if the transactions had occurred as of a material fact or omit to state a material fact necessary to make the statements contained therein, such date (in the light case of such balance sheets) or at the beginning of such period (in the case of such other statements of income), forecasts prepared by the Company of balance sheets, income statements and cash flow statements for each month for the first twelve months following the Initial Closing Date and annually for each of the circumstances under which such statements are madeyears 2013—2015 and borrowing base availability projections for the first twelve months following the Initial Closing Date, not misleading. Notwithstanding including projected letter of credit balances) and (vi) direct its independent accountants and counsel to provide customary and reasonable assistance to Purchaser and its financing sources, including in connection with providing customary comfort letters and opinions of counsel; provided, however, that (x) neither the foregoing, none of Cole or Company nor any Cole Subsidiary shall, shall be required to be subject prior to the ClosingInitial Closing to any obligations or liabilities with respect to any agreements, be required to pay collateral documents, certificates, letters or other documentation contemplated under this Section 5.13, and (y) neither the Company’s nor any commitment or similar fee or make any other payment in connection Subsidiaries’ compliance with the existing Indebtedness provisions of Cole. None this Section 5.13 (other than clauses (iv) and (v)) nor the consummation of the representations, warranties or covenants of transactions contemplated by the Cole Parties Debt Commitment Letters shall be deemed a condition to apply to, Purchaser or deemed breached or violated by, any of the actions Purchaser LLC’s obligations to consummate the transactions contemplated by this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing SourcesAgreement.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (the Closing, Vendor shall use commercially reasonable efforts to, shall cause the Conveyed Entities to use commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Cole Subsidiaries and its and their the Conveyed Entities’ respective Representatives to who are not officers or employees of Vendor or the Conveyed Entities to, provide such assistance) Buyer with any debt financing (the “Debt Financing”) as cooperation that is reasonably requested by Spirit. Such assistance shall includeBuyer in order for Buyer to complete the Debt Financing as of or prior to the Closing, but not be limited to, the following: including (i) participation insubject to customary confidentiality agreements, providing information with respect to the Business to Buyer and reasonable assistance with, its Representatives (including the Debt Financing Sources) as reasonably requested by Buyer and that is customary to be included in marketing efforts related materials for financings similar to any such the Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, assisting in the preparation of rating agency presentations and meetings furnishing to Buyer on a timely basis (which for greater certainty shall be at Buyer’s sole cost) the Required Information, which shall be prepared in accordance with rating agencies as may be requested by Spiritapplicable securities Laws; (iii) delivery to Spirit providing customary and its Financing Sources reasonable assistance in the preparation of any financial offering memoranda, private placement memoranda, prospectuses, prospectus supplements, bank confidential information pertaining to Cole memoranda, rating agency presentations, marketing materials (within the meaning of applicable securities Laws) and similar documents (“Offering Documents”) for use in connection with the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation to the extent required in connection with the Debt Financing, using its commercially reasonable efforts to instruct Ernst & Young LLP or other relevant accountants or auditors of the Vendor and the Conveyed Entities (at Buyer’s sole cost) to cooperate with Buyer, including in auditing the financial statements of the Business and by Coleparticipating in drafting sessions and accounting due diligence sessions, and using its commercially reasonable efforts to obtain the consent of, and customary comfort letters from, such accountants to the extent required in connection with any offering of securities by Buyer if necessary for Buyer’s senior management and Representatives in use of financial statements of the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by SpiritBusiness on a timely basis; (v) taking such actions furnishing reasonably promptly all documentation and other information required by any Government Entity or as are reasonably requested by Spirit or its any Debt Financing Sources Source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the PATRIOT Act, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury to facilitate the satisfaction on a timely basis of all conditions precedent extent requested at least ten (10) Business Days prior to obtaining such Debt FinancingClosing; (vi) taking all subject to Section 8.9(b), cooperating in the preparation of any corporate, limited liability company or partnership actions, as applicable, by Vendor (in respect of the ENSTAR Assets), APC (in respect of the APC Assets) or the Conveyed Entities reasonably necessary to permit the completion of any Debt Financing; provided that any documents in respect of such actions contemplated by this clause (vi) shall not need to be effective until the Closing Date; and (vii) seeking to obtain customary payoff letters, lien terminations and releases and instruments of discharge as may be reasonably requested by Spirit Buyer or its the Debt Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to financedelivered at Closing providing for the payoff, in part, discharge and termination on the Closing Date of all Indebtedness and release of Encumbrances contemplated by any repayment or refinancing of such Indebtedness to be paid off, discharged and terminated on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources such information as may be necessary so ; provided that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct documents in all material respects and does not and will not contain any untrue statement respect of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, none of Cole or any Cole Subsidiary shall, prior to the Closing, be required to pay any commitment or similar fee or make any other payment in connection with the existing Indebtedness of Cole. None of the representations, warranties or covenants of the Cole Parties shall be deemed to apply to, or deemed breached or violated by, any of the actions arrangements contemplated by this clause (vii) shall not need to be effective until the Closing Date. Notwithstanding anything in this Section 7.18 or by any action taken by any Cole Party at 8.9, Buyer acknowledges that obtaining the request of Spirit or its Debt Financing Sourcesis not a condition to Buyer’s obligation to consummate the Transactions.

Financing Cooperation. (a) Cole agrees Prior to provide such assistance (and to cause the Cole Subsidiaries and its and their respective Representatives to provide such assistance) with any debt financing (the “Debt Financing”) as is reasonably requested by Spirit. Such assistance shall include, but not be limited toClosing, the following: (i) participation in, and reasonable assistance with, the marketing efforts related to any such Debt Financing; (ii) participation by Cole’s senior management and Representatives in, and reasonable assistance with, the preparation of rating agency presentations and meetings with rating agencies as may be requested by Spirit; (iii) delivery to Spirit and its Financing Sources of any financial information pertaining to Cole and the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by Spirit; (v) taking such actions as are reasonably requested by Spirit or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) taking all actions as may be reasonably requested by Spirit or its Financing Sources in connection with the repayment of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will Company shall use its reasonable best efforts to provide, and shall cause its affiliates and Representatives to use reasonable best efforts to provide, in connection with the arrangement of any debt financing, all reasonable cooperation requested by Parent that is customary in connection with the arrangement of debt financing for transactions that are substantially similar to Spirit the transactions contemplated by this Agreement, which reasonable best efforts shall include: (i) furnishing the Debt Providers the Required Information; (ii) participating in a reasonable number of meetings, drafting sessions, road shows, rating agency presentations and its due diligence sessions and sessions with rating agencies at times and locations mutually agreed and reasonably coordinated in advance thereof; (iii) assisting upon request in the preparation of, and providing information to assist the Parent in preparing, pro forma financial statements and financial projections, (iv) furnishing to Parent for distribution to the Debt Providers as promptly as practicable following a request therefor with pertinent information regarding the Company’s assets and operations as is customary in connection with the Financing, including providing, as promptly as practicable following a request therefor, monthly financial and operating data relating to the Company’s assets and operations that is reasonably requested by Parent; (v) assisting Parent and the Debt Providers upon request in the preparation of (A) a customary offering document for any of the Financing (including assistance with preparation of a customary offering document for a senior notes offering); (B) materials for rating agency presentations and (C) similar documents required in connection with the Financing; (vi) taking all corporate actions, subject to the consummation of the Closing, reasonably requested by Parent to permit the consummation of the Financing and to permit the proceeds thereof to be made available to Parent; (vii) facilitate and assist the appropriate authorized representatives of the Company on and as of the Closing to execute and deliver any pledge and security documents, definitive financing sources such information documents or other certificates or documents as may be necessary so reasonably requested by Parent or otherwise facilitating the pledging of collateral for delivery at the consummation of the Financing on and as of the Closing (unless otherwise specified); provided that the financing information pertaining effectiveness of any such pledges (or delivery of stock certificates) or documents shall be subject to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light occurrence of the circumstances under which Closing; (viii) providing, if requested by Parent, customary authorization letters to the Debt Providers authorizing the distribution of information to prospective lenders; (ix) cooperate reasonably with the Debt Providers’ due diligence, to the extent customary and reasonable; (x) obtaining accountant’s comfort letters reasonably requested by Parent and customary for financings similar to the Financing; (xi) obtaining customary payoff letters, lien terminations and releases and instruments of discharge to be provided at Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness and release of Liens contemplated by the repayment or refinancing of such statements are madeIndebtedness to be paid off, not misleading. Notwithstanding discharged and terminated on the foregoing, none of Cole or any Cole Subsidiary shall, Closing Date; and (xii) at least five (5) Business Days prior to the Closing, providing all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent which relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT ACT to the extent requested at least nine (9) Business Days prior to Closing (or at such times as will reasonably allow the Company to comply with such request). The foregoing notwithstanding, (v) none of the Company or any of the Company Subsidiaries shall be required to take any action to the extent it would (1) interfere unreasonably with the business or operations of the Company or any of the Company Subsidiaries or (2) conflict with the organizational documents of the Company or any of the Company Subsidiaries or any applicable Law, (w) no Person who is a director of the Company or any Company Subsidiary at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any action to approve the Financing in its capacity as a Pre-Closing Director, (x) no written agreement of the Company or the Company Subsidiaries or any of their respective affiliates, officers, directors, employees, stockholders, agents or Representatives with respect to the Financing shall be effective until the Closing (other than with respect to any authorization letters described in clause (vi) of this Section 5.14), (y) none of the Company nor any of the Company Subsidiaries or any of their respective affiliates, officers, directors, employees, stockholders and Representatives shall be required to pay any commitment or other similar fee fee, and (z) none of the Company or make any other payment of the Company Subsidiaries or any of their respective affiliates, stockholders, agents and Representatives shall be required to incur any cost or expense except to the extent such cost or expense (i) is reimbursed by Parent in connection with the existing Indebtedness of Cole. None Financing prior to or at the Closing or (ii) solely in the case of the representationsCompany and the Company Subsidiaries, warranties is contingent upon the Closing. Parent shall, promptly upon request by the Company, reimburse the Company, the Company Subsidiaries and their respective affiliates, stockholders and Representatives for all reasonable and documented out-of-pocket costs incurred thereby in connection with such cooperation and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective affiliates, stockholders and other Representatives for and against any and all losses suffered or covenants incurred by them in connection with the arrangement of the Cole Financing and any information utilized in connection therewith, except for any losses (I) arising out of information furnished in connection with the Financing by or on behalf of the Company, the Company Subsidiaries or any of their respective affiliates, stockholders and other Representatives or (II) that are the result of willful misconduct, gross negligence, intentional fraud or intentional misrepresentation committed by or on behalf of the Company, the Company Subsidiaries or any of their respective affiliates, stockholders and other Representatives in connection with this Agreement or the transactions contemplated hereby. All non-public or otherwise confidential information regarding the Company, the Company Subsidiaries and their respective affiliates obtained by Parent and its affiliates, officers, directors, employees, stockholders, agents and representatives pursuant to this Section 5.14 shall be kept confidential in accordance with the Confidentiality Agreement, provided, however, that any such information may be disclosed or provided to Parent’s Debt Providers subject to customary confidentiality undertakings. Notwithstanding anything to the contrary in this Agreement, the Parties agree that the condition set forth in Section 6.3(b), as it applies to the Company’s obligations under this Section 5.14, shall be deemed satisfied unless the failure of such condition to apply to, or deemed breached or violated by, any be satisfied was caused by the willful and material breach by the Company of the actions contemplated by its obligations under this Section 7.18 or by any action taken by any Cole Party at the request of Spirit or its Financing Sources5.14.

Financing Cooperation. (a) Cole agrees Sellers and the Company shall, and shall cause each Acquired Company to, use their commercially reasonable efforts to provide such assistance (provide, and shall, and shall cause each Acquired Company to, use its commercially reasonable efforts to cause the Cole Subsidiaries and its and their respective Representatives to, provide to provide such assistance) with any debt financing (the “Debt Financing”) as is Purchaser and its Affiliates all cooperation reasonably requested by Spirit. Such assistance Purchaser in connection with the Debt Financing (for purposes of this Section 6.15, such term shall includebe deemed to include any Alternative Debt Financing), but not be limited to, including the followingfollowing cooperation: (i) participation in, and reasonable assistance with, cooperating with the marketing efforts related to any such Debt Financing; of Purchaser and the Financing Sources, including participating in a reasonable number of meetings, teleconferences, presentations, road shows, due diligence sessions, drafting sessions, sessions with Financing Sources and sessions with rating agencies, in each case upon reasonable notice, (ii) participation by Cole’s senior management and Representatives inassisting with the preparation of, and reasonable assistance withproviding information for inclusion into, the preparation of customary offering and syndication documents and materials, including rating agency presentations, bank information memoranda, lender presentations and meetings similar documents required in connection with rating agencies as may be requested by Spirit; the Debt Financing (including providing customary authorization letters), (iii) delivery to Spirit furnishing Purchaser and its Financing Sources of any with customary financial information pertaining and disclosure relating to Cole the Acquired Companies, including the Required Financial Information, and such other information regarding the Cole Subsidiaries reasonably necessary to obtain such Debt Financing; (iv) participation by Cole’s senior management and Representatives in the negotiation, execution and delivery of any Debt Financing documents Acquired Companies as may be reasonably requested by Spirit; Purchaser, as well as providing reasonable assistance in the preparation, facilitation and obtaining of the foregoing, (iv) assisting in obtaining or providing certificates, appraisals, surveys, title insurance and other items relating to the Debt Financing as reasonably requested by Purchaser, (v) taking such actions as are reasonably requested by Spirit cooperating in satisfying the conditions precedent set forth in any definitive documentation relating to the Debt Financing or its any Alternative Debt Financing Sources to facilitate the extent the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financingcondition reasonably requires the cooperation of, or is within the control of, the Acquired Companies; (vi) taking furnishing all actions documentation and other information required by a Governmental or Regulatory Authority or any Financing Source under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001) to the extent required, and in accordance with, the Debt Commitment Letter), (vii) facilitating the granting of a security interest (and perfection thereof) in collateral and executing and delivering any pledge and security documents, guarantees, mortgages and other definitive financing documents, or other certificates or documents as may be requested by Purchaser, or otherwise reasonably facilitating the pledging of collateral and any releases or discharges of any liens, mortgages or security interests of any existing secured parties in connection therewith, provided that such documents may not take effect until, or will take place substantially concurrently with, the Closing, (viii) providing and delivering customary management representation letters and legal representation letters to the independent auditors of Purchaser or its Affiliates, (ix) at each Acquired Company’s option, taking or appointing a representative of Purchaser to take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Spirit Purchaser to permit the consummation of the Debt Financing and the direct borrowing or its Financing Sources incurrence of all of the proceeds of the Debt Financing, by, or the provision of any guarantees of, the granting of any liens by or the provision of any other applicable credit support by, any Acquired Company in connection with or occurring substantially concurrently with, the Closing (it being understood that none of the foregoing shall be effective prior to the Closing), (x) using reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be requested by Purchaser in connection with the repayment Debt Financing and collateral arrangements, including lien releases, instruments of termination or discharge, legal opinions, appraisals, engineering reports, surveys, title insurance, landlord consents, waivers and access agreements and (xi) cooperating, and causing members of senior management with appropriate seniority and expertise of the existing Indebtedness of Cole; (vii) causing its independent auditors and other Representatives Acquired Companies to cooperate with the Financing Sources’ due diligence investigation, to the extent customary and reasonable, and using commercially reasonable efforts to direct the participation of its accountants in a reasonable number of accounting due diligence sessions, and to participate in a reasonable number of presentations and customary meetings in connection with the Debt Financing; and (viii) taking such actions as may be required permit any cash and marketable securities of Cole and the Cole Subsidiaries to be made available to finance, in part, the Closing on the Closing Date. Cole will use its reasonable best efforts to provide, and cause its Representatives to provide, to Spirit and its financing sources each case including direct contact between such information as may be necessary so that the financing information pertaining to Cole and the Cole Subsidiaries is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light senior management of the circumstances under which such statements are made, not misleadingAcquired Companies and Financing Sources at reasonable times and upon advance notice. Notwithstanding the foregoing, none such requested cooperation shall not unreasonably interfere with the ongoing operations of Cole or any Cole Subsidiary shallAcquired Company, prior to the Closing, no Acquired Company shall be required to pay any commitment or other similar fee or make any other payment or incur any other liability or obligation in connection with the existing Indebtedness of ColeDebt Financing prior to the Closing. None of the representations, warranties or covenants Acquired Companies shall be required to issue any offering information document. The Acquired Companies hereby consent to the use of the Cole Parties shall be deemed to apply toAcquired Companies’ logos in connection with the Debt Financing in a form and manner mutually agreed with the Acquired Companies; provided, however, that such logos are used solely in a manner that is not intended, or deemed breached reasonably likely, to harm or violated by, disparage the Acquired Companies or any of their respective subsidiaries or the actions contemplated by this Section 7.18 reputation or by any action taken by any Cole Party at goodwill of the request of Spirit or its Financing SourcesAcquired Companies.