Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. If requested by a Stockholder or its Permitted Transferees, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transferees(a) Prior to the final Subsequent Closing, the Company will shall, and shall cause its subsidiaries and its and their respective Representatives to, use its and their respective commercially reasonable efforts to provide the following such customary cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred as may be reasonably requested by the Company Parent or Purchaser Sub in connection with any Equity Financing, any Debt Financing and any SEC filings related to any Debt Financing to be made by Parent for the purpose of financing the Purchased Assets. Notwithstanding the foregoing, nothing herein shall be borne by require such Stockholder) in connection with cooperation to the Stockholder and its Permitted Transferees obtaining any Permitted Loan: extent it would (i) entering 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 obligations unreasonably disrupt the ordinary conduct of the business or operations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingsits subsidiaries, (ii) using require the Company or its subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability or give any indemnities unless Parent reimburses or is required to reimburse or indemnify the Company or its subsidiaries pursuant to this Agreement or otherwise agrees to do so pursuant to agreements reasonably satisfactory to the Company, (iii) require the Company or its subsidiaries to take any action that would reasonably be expected, in the reasonable best efforts judgment of the Company after consultation with its legal counsel, to conflict with, or result in any violation or breach of, any applicable (A) laws or orders, (B) obligations of confidentiality (not created in contemplation hereof) binding on the Company or its subsidiaries (provided that in the event that the Company or its subsidiaries do not provide information in reliance on the exclusion in this clause (B), the Company and its subsidiaries shall provide notice to Parent promptly that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)), (C) organizational documents, or (D) Contract to which the Company or any of its subsidiaries is a party, (iv) require the Company or its subsidiaries to (A) remove pass resolutions or consents, approve or authorize the execution of, or execute any restrictive legends on certificates representing pledged Preferred Stock document, agreement, certificate or Common Stock issued upon conversion of Preferred Stock and depositing instrument or take any pledged Preferred Stock other corporate action with respect to any Equity Financing or Common Stock issued upon conversion of Preferred Stock in book entry form Debt Financing that is not contingent on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities Closing or that would be effective prior to the transfer agent in connection therewith) Closing Date or (B) without limiting the generality of clause (A)provide or cause its legal counsel to provide any legal opinions or deliver any comfort letters, if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include cause any requirements that the Company deliver information, compliance certificates condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms breach of this Agreement, (Bvi) require the Company to prepare separate financial statements for any of its subsidiaries or financial statements pursuant to Rules 3-10 (other than assisting with the preparation of a footnote in Parent’s financial statements to the extent applicable, whether relating to the registration rights under the Registration Rights Agreement, dated as Purchased Assets) or 3-16 of even date herewith, by and among Regulation S-X or (vii) require the Company or any subsidiary thereof to incur additional indebtedness (including guarantees). Parent acknowledges and agrees that any access or information contemplated to be provided by the StockholdersCompany or any of its subsidiaries pursuant to this Section 6.19 shall, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on extent such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any information constitutes material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements non-public information of the Company in an Issuer Agreement are solely for Company, only be provided to other Persons, including any Financing Sources, if such other Person affirmatively agrees to maintain the benefit confidentiality of the such information pursuant to a customary confidentiality agreement and to comply with all federal and state securities laws and regulations applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companysuch information.

Financing Cooperation. If requested by a Stockholder Upon the request of any Investor or of its Affiliates that it wishes to pledge, hypothecate or grant security interests in any or all of the Investor Shares in connection with one or more Permitted TransfereesLoans, including to banks or financial institutions as collateral or security for loans, advances or extensions of credit, the Company will agrees to use reasonable best efforts to provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by to such Stockholder) in connection with the Stockholder Investor and its Permitted Transferees obtaining Affiliates, as applicable, such cooperation as may be reasonably necessary to consummate any Permitted Loan: such pledge, hypothecation or grant, including entry into letter agreements with lenders substantially in the form of Exhibit C hereto (i) entering into an issuer agreement (each, an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policyand, if applicablerequested by such Investor or any of its Affiliates (and notwithstanding anything to the contrary in this Agreement and the Investment Agreements, certain acknowledgments regarding securities law status including Section 3.1(k) of each Investment Agreement and Section 6.3 hereof), instructing the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and transfer agent to transfer any such Investor Shares subject to the consent of pledge, hypothecation or grant into the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books facilities of The Depository Trust Company or other depository with customary Rule 144A restrictive legendswithout, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholderpermitted by Applicable Laws, its Permitted Transferees (or its or their Affiliates) continue restrictive legends subject to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion receipt of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating an opinion from nationally recognized counsel reasonably satisfactory to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the The Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Investor delivering to the Company (A) at least five (5) Business Days prior to the date of the requested Issuer Agreement, a substantially final draft of the Permitted Transferee Loan to which the Issuer Agreement relates, and (B) an executed copy of the Permitted Loan to which the Issuer Agreement relates and (ii) the Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Preferred Stock and/or the underlying shares of Common Stock Investor Shares as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to an event of default (as described in such loan agreement) constitutes the extent applicable, whether the registration rights sole circumstances under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to which the lenders under the Permitted Loan may foreclose on the Investor Shares and that Permitted Loansuch provisions do not violate the terms of this Agreement, (C) pursuant to the Stockholderprovisions of such loan agreement, its the Investor may sell Investor Shares in order to satisfy a margin call or repay a Permitted Transferees Loan, in each case, to the extent necessary to satisfy a bone fide margin call on such Permitted Loan or otherwise in compliance with the terms of this Agreement and its that such provisions do not violate the terms of this Agreement and their controlled Affiliates acknowledge (D) the Investor acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder Investor acknowledges and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor under this Agreement Agreement, the Stockholder and its Permitted Transferees Investor shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. The Company agrees and acknowledges that (a) no lender or collateral agent with respect to a Permitted Loan shall become party to this Agreement or be subject to any provision hereunder and (b) that it shall not condition its cooperation under this Section 1.4 on (i) any lender or collateral agent agreeing to become party to this Agreement or becoming subject to any such provision or (ii) any agreement, representation, warranty or obligation by the Investor or any of its Affiliates other than as set forth in this Agreement or in any Issuer Agreement.

Financing Cooperation. If requested (a) Prior to the Closing, Seller shall provide, shall cause the Business Subsidiaries to provide, and shall use commercially reasonable efforts to cause its and their respective Representatives to provide such cooperation as is reasonably required and customary in connection with the arrangement of the Financing. Notwithstanding anything in this Agreement to the contrary, (A) none of Seller (at any time) or any of the Business Subsidiaries (prior to the Closing) shall be required to pay any commitment or other similar fee, incur or reimburse any costs or expenses (other than those fees, costs and expenses promptly reimbursed by a Stockholder Purchaser) or its Permitted Transfereesincur any other liability or obligation of any kind in connection with the Financing, (B) none of Seller (at any time) or any of the Company will provide Business Subsidiaries (prior to the following cooperation Closing) shall be required to execute, enter into or perform any binding agreement or commitment, or adopt any resolution or otherwise take any corporate or similar action or deliver any certificate, in connection with the Financing (other than delivery of customary authorization letters with respect to the Seller and customary representation letters with respect to the Business Subsidiaries, in each case, in connection with any Financing consisting of a syndicated credit facility), (C) nothing shall obligate Seller or any Business Subsidiary to provide, or cause to be provided, any legal opinion or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent doing so could reasonably be expected to result in (x) a violation of applicable Law or Seller’s or any Business Subsidiary’s organizational documents or any Contract binding on Seller or any of its Subsidiaries or any confidentiality obligations binding on Seller or any of its Subsidiaries or (y) the loss of any attorney-client privilege and (D) nothing shall obligate Seller or any Business Subsidiary to provide carve-out financial statements or other carve-out financial information, in each case whether audited or unaudited, in respect of the Business or the Business Subsidiaries. The cooperation of Seller and the Business Subsidiaries shall not unreasonably interfere with ongoing operations of Seller or any of its Subsidiaries or otherwise materially impair the ability of any Representative of Seller or any of the Business Subsidiaries to carry out its duties to Seller or any of its Subsidiaries. Purchaser shall promptly, upon request by Seller, reimburse Seller for all reasonable, documented reasonable out-of-pocket expenses costs incurred by Seller or any of the Company Business Subsidiaries in connection with the foregoingcooperation of Seller, the Business Subsidiaries and their respective Representatives contemplated by this Section 4.13 and shall be borne indemnify and hold harmless Seller, the Business Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by such Stockholderany of them in connection with (i) the Financing, (ii) any information used in connection with the Stockholder Financing (except with respect to written information provided by Seller or any of the Business Subsidiaries specifically for inclusion in offering materials relating to the Financing), and its Permitted Transferees obtaining (iii) any Permitted Loan: action taken by any of them at the request of Purchaser pursuant to this Section 4.13, except, in the case of clauses (i) entering into an issuer agreement and (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayediii), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent such losses, damages, claims, costs or expenses arose from the Stockholder, its Permitted Transferees (gross negligence or its willful misconduct of Seller or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery any of the Preferred Stock or Common Stock issued upon conversion Business Subsidiaries, as determined in a final, non-appealable judgment of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding a court of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companycompetent jurisdiction.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanLoan following the Closing: (i) entering using good faith and commercially reasonable efforts 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not intentionally 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 a specified list of Company Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock and depositing any such pledged Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the transfer agent date the lender has a valid one year “holding period” (as defined in connection therewithRule 144) in such shares of Common Stock) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 4.3 above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-issuing the pledged Series A Preferred Stock, Conversion Shares or Common Stock in certificated form in the name of a Purchaser Party or its Affiliates and/or (y) re-registering the pledged Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser Parties relating to the delivery of the Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Common Stock or the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (Dii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company (including, for the avoidance of doubt, an undertaking of the lender to sell any material obligations other than as specifically set forth pledged Series A Preferred Stock and/or common stock in compliance with the proceeding sentenceForeclosure Limitations). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transferees(i) Prior to the Closing, the Company will shall use its reasonable best efforts to provide to Parent and Merger Sub, and shall cause each of its Subsidiaries to use its reasonable best efforts to provide (in each case at Parent’s sole expense) the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred to the extent reasonably requested by the Company Parent in connection with the foregoing, shall be borne by such Stockholder) arrangement of any debt financing in connection with the Stockholder transactions contemplated hereby, (provided, however, that nothing in this Section 6.16(c) shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract; provided, that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and its Permitted Transferees obtaining in the case of any Permitted Loan: Contract, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality), (i) entering into assisting in preparation for and participate (and use commercially reasonable efforts to cause management of an issuer agreement appropriate level to participate) in a reasonable number of meetings (an but no more than two (2) in person “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, agreements bank meetings” and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayedadditional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with such changes thereto as are requested by such lender prospective lenders and customary for similar financingsrating agencies, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion assisting Parent with the timely preparation of Preferred Stock customary materials for bank information memoranda and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so ratings agency presentations (and providing any necessary indemnities assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), (including executing and delivering a customary authorization letter to the transfer agent in connection therewith) or (B) without limiting extent reasonably requested by the generality lenders authorizing the distribution of clause (Ainformation about the Company and its Subsidiaries to prospective lenders), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so furnishing Parent with the historical financial statements of the Company reasonably requested by the applicable financing sources or arrangers, including (A) within forty-five (45) days after the end of any fiscal quarter that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such lender quarter and the related unaudited consolidated statements of operations and cash flows, (B) within one hundred and twenty (120) days after the end of any fiscal year, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of operations and cash flows, and (C) such information as is necessary in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or counterpartyreasonably requested by the Financing Sources to be included in any bank information memoranda or other customary marketing materials, as applicable, re-registering including by providing such financial and other pertinent information regarding the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Company and its Subsidiaries and their respective businesses (it being understood that the Company needs only provide information to assist in the name of the relevant lenderpreparation thereof, counterparty, custodian and shall not be required to provide pro forma financial statements or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stockpro forma adjustments), (iv) entering into providing Parent and Merger Sub with information reasonably necessary to complete customary triparty agreements with each lender perfection certificates and other customary loan documents as may be reasonably requested by Parent or the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and Merger Sub, (v) such reasonably facilitating the pledging of collateral as of (but not prior to) the Closing and (vi) provide all documentation and other cooperation and assistance as information about the Stockholder Company and its Permitted Transferees may Subsidiaries as is reasonably request required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, at least five (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders5) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence Business Days prior to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) Closing Date to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned requested in writing at least ten (10) Business Days prior to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the CompanyClosing Date.

Financing Cooperation. If From and after the Closing, if requested by a Stockholder or its Permitted Transfereesan Investor Party, the Company will provide the following cooperation (with, in each case, all reasonable, documented out-of-pocket expenses expenses, including legal expenses, incurred by the Company in connection with the foregoing, shall be being borne by such StockholderInvestor Party) in connection with the Stockholder and its Permitted Transferees such Investor Party obtaining any Permitted Loan, including with respect to the following: (i) entering into an issuer agreement (an “Issuer Agreement”in customary form and substance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosureForeclosure, agreements to not hinder or delay exercises of remedies on foreclosureForeclosure, acknowledgments regarding Organizational Documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and securities law status of the pledge arrangements and a specified list of CompetitorsCompetitors (which, Activist Investors and Restricted Persons) and subject to for the consent avoidance of doubt, shall only apply if such transaction is not undertaken in a registered offering or an offering exempt from registration under Rule 144 or Rule 144A of the Company (which will not be unreasonably withheld or delayedSecurities Act), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged shares of Preferred Stock or and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and depositing any pledged shares of Preferred Stock or and/or shares of Common Stock issued upon conversion of shares of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such shares of Preferred Stock is or Common Stock are eligible for resale under Rule 144A, depositing such pledged shares of Preferred Stock and/or shares of Common Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendsrepresentations and warranties from the applicable Investor Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering on the books and records of the transfer agent the pledged shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to a Permitted Loans solely Loan as securities intermediary and only to the extent the Stockholder, its Permitted Transferees Investor Parties (or its or their Affiliates) continue to beneficially own such pledged shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements (in form and substance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) applicable Investor Parties relating to the delivery of the applicable shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement issuer agreement is conditioned on the Stockholder or its Permitted Transferee Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement issuer agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement issuer agreement and any material inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement issuer agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement issuer agreement against the Company.

Financing Cooperation. (a) If requested by a Stockholder or its Permitted TransfereesSeller Holdco Party, the Company will provide the following cooperation (with, in each case, all reasonable, documented out-of-pocket expenses expenses, including legal expenses, incurred by the Company in connection with the foregoing, shall be being borne by such StockholderSeller Holdco Party) in connection with the Stockholder and its Permitted Transferees such Seller Holdco Party obtaining any Permitted Loan, including with respect to the following: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding organizational documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged Company Common Stock and securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayedarrangements), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using good faith and commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Company Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Company Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Company Common Stock is eligible for resale under an exemption for sale under the Securities Act, including Rule 144A144 thereunder, depositing such pledged Preferred Company Common Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendsrepresentations and warranties from the applicable Seller Holdco Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Company Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, Seller Holdco or its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Company Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder Seller Holdco (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Company Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder Seller Holdco and its Permitted Transferees may reasonably request in writing (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, information or compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its In connection with any Permitted TransfereesLoan, the Company will provide the following such cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred and assistance as may be reasonably requested by the Company Purchaser from time to time in connection with the foregoingany mortgage, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees obtaining any Permitted Loan: (i) entering 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 obligations hypothecation and/or pledge of the Company relating to procedures and specified time periods for effecting transfers Notes and/or conversions upon foreclosure, agreements to not hinder the Conversion Shares issuable or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing the Notes (or any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on interest therein) as security for the books of The Depository Trust Company, in each case when eligible lenders with respect to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely so long as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s businessbusiness of the Company and its Subsidiaries; provided, however, that the Company shall not be obligated to execute or deliver any documentation in connection therewith other than any acknowledgment of receipt of a notice of mortgage, hypothecation and/or pledge of the Notes and/or the Conversion Shares issuable or issued upon conversion of the Notes (or any interest therein). Anything in the preceding sentence to the contrary notwithstanding, the Company’s 's obligation to deliver an Issuer Agreement provide any cooperation or assistance as may be requested by the Purchaser under this Section 4.08 is conditioned on (x) the Stockholder or its Purchaser delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan and (y) the Purchaser certifying to the Company in writing that (Ai) the loan agreement with respect to which the Issuer Agreement Security Documents is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Common Stock Conversion Shares (or any interest therein) as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (Bii) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (Ciii) that an Event of Default (as contemplated under the Permitted Loan) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the Conversion Shares (or any interest therein) and (iv) the Stockholder, its Permitted Transferees Purchaser acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement Security Documents and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement any Security Documents are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser under this Agreement the Stockholder and its Permitted Transferees Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement any Security Documents against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesPurchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable efforts to (i) entering deposit such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company when eligible to do so or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, without limitationprimarily, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, foreclosure and certain acknowledgments regarding securities law status of the pledge arrangements arrangements, and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent shall in include restrictions on Transfers of the Company (which will not be unreasonably withheld or delayedpledged Securities and/or Warrant Shares consistent with Section 5.07(c)), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (ivd) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) any applicable Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price Purchase Price in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Securities and/or Warrant Shares, as applicable, upon payment of the purchase Purchase Price therefor in accordance with the terms of this Agreement and (ve) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Stockholder or its Purchaser delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Securities and/or the underlying shares of Common Stock Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this AgreementAgreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Stockholder, its Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Transferees Loan may foreclose on the Securities and/or Warrant Shares and its (D) such Purchaser acknowledges and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate certifications when entering into the Issuer Agreement and any inaccuracy in such certificate thereof will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) any Purchaser Party under this Agreement the Stockholder and its Permitted Transferees applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transferees, (a) Purchaser shall use reasonable best efforts to consummate the Company will provide Financing on the following cooperation (terms and conditions set forth in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with Debt Commitment Letter and the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees obtaining any Permitted Loan: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions Fee Letter (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject reasonable best efforts shall include agreeing to the consent utilization of the Company (which will not be unreasonably withheld or delayedany “market flex” provisions contained therein), with such changes thereto as are requested by such lender and customary for similar financings, (ii) including using reasonable best efforts to (Ai) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock negotiate and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, enter into definitive agreements with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance Financing consistent with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically conditions set forth in the proceeding sentenceDebt Commitment Letter and the Fee Letter and (ii) satisfy on a timely basis (or obtain the waiver of) all conditions to the Financing set forth in such definitive agreements that are to be satisfied by Purchaser. The Stockholder Purchaser shall comply with its obligations, and use its Permitted Transferees acknowledge reasonable best efforts to enforce its rights, under the Debt Commitment Letter and agree the Fee Letter. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter of which Purchaser has become aware, or any purported termination of the Debt Commitment Letter. Purchaser shall not, without the prior written consent of Seller, (x) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or the Fee Letter if such amendment, modification, waiver or remedy results in new (or adversely modifies any existing) conditions to the consummation of the Financing or reduces the amount thereof, or (y) terminate, or take any action that would permit the termination of, the Debt Commitment Letter; provided, however, that Purchaser may terminate the Debt Commitment Letter so long as the Debt Commitment Letter is being simultaneously replaced with alternative financing arrangements on terms that are no less favorable to the interests of Seller than the terms contained in the Debt Commitment Letter (which alternative financing arrangements shall thereafter constitute the Financing hereunder). In the event that all or any portion of the Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letter and the Fee Letter, regardless of the reason therefor, Purchaser shall (1) use its reasonable best efforts to obtain as promptly as possible alternative financing (including from other sources) in an amount such that the statements and agreements aggregate financing available to Purchaser is equal to the Purchase Price, which alternative financing shall be on terms that are no less favorable to the interests of Purchaser than the Company terms contained in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company Debt Commitment Letter and the Stockholder Fee Letter and shall not, without the consent of Seller (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees which consent shall not be entitled unreasonably withheld), include any conditions to use the statements consummation of such alternative financing that are not substantially the same as the conditions to the Financing set forth in the Debt Commitment Letter or otherwise be materially less favorable to the interests of Seller (any such alternative financing, an “Alternative Financing”), and agreements (2) promptly notify Seller of such unavailability and the reason therefore. Purchaser’s obligations with respect to the Financing under this Section 6.16(a) shall also apply to any Alternative Financing; provided, however, that Purchaser shall not be obligated to agree to the utilization of any “market flex” that is less favorable to Purchaser than the “market flex” provisions contained in the Debt Commitment Letter and Fee Letter in force as of the Company in an Issuer Agreement against the Companydate hereof.

Financing Cooperation. (a) If requested by a Stockholder or its Permitted Transfereesthe Purchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted LoanLoan or Permitted Debt Financing Transaction: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary the form in connection with such transactions (which agreement may includeattached hereto as Exhibit C, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingslender, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Notes, the shares of Company Common Stock to be issued upon conversion of Preferred Stock the Notes, the Warrants and/or Warrant Shares, as applicable, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanLoan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (such Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Notes, Warrants and/or shares of Company Common Stock issued upon conversion of Preferred Stock, (iviii) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser relating to the delivery of the Preferred Stock or Notes, the Warrants and/or shares of Company Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Notes, the Warrants and/or shares of Company Common Stock issued upon conversion of Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (vincluding satisfaction of the conditions set forth in Section 2.03(d)) and/or (iv) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If The Company shall provide to the Park Parties, and shall cause the Company Subsidiaries, the respective officers and employees of the Company and the Company Subsidiaries to provide to the Park Parties, and shall instruct and use its reasonable best efforts to cause the Representatives of the Company and the Company Subsidiaries to provide to the Park Parties, at the sole expense of the Park Parties, all cooperation reasonably requested by a Stockholder the Park Parties that is necessary or its Permitted Transfereesreasonably required in connection with any Third Party debt financing transaction or any Third Party underwritten public offering of Park Common Stock for cash that any of the Park Parties may pursue prior to the Closing Date, including the following: (i) furnishing the Park Parties as promptly as reasonably practicable upon request by the Park Parties with all financial statements, financial data and other information regarding the Company will provide and the following Company Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of securities of any of the Park Parties (including for use in preparation of pro forma financial statements of any of the Park Parties); and (ii) requesting the Company’s independent accountants to prepare and deliver customary “comfort letters,” dated the date of each final offering document used in connection with any securities offering by any of the Park Parties (with customary bring-down comfort letters delivered on the closing date of any such offering), in compliance with professional standards (including providing “negative assurance” comfort and Statement on Auditing Standards No. 100 review of interim financial statements) and otherwise on terms reasonably acceptable to the Park Parties, as the case may be; provided, however, that no failure by the Company or any Company Subsidiary to comply with the foregoing shall give Parent or Park the right to terminate this Agreement pursuant to Section 9.1(c), except to the extent that such failure prevents the ability of Parent and Merger Sub to consummate the Merger on a timely basis on or before the Outside Date; provided further, that none of the Company or any Company Subsidiaries shall be required to pay any fee or incur any liability in connection with any such financing, and no personal liability shall be imposed on any officers, trustees, directors or other Representatives of the Company or any Company Subsidiaries. Nothing in this Section 7.17 shall require cooperation (contemplated hereby to the extent it would interfere unreasonably with the business or operations of the Company or the Company Subsidiaries, and nothing in each casethis Section 7.17 shall require the Company to cause its legal counsel to deliver any legal opinions. The Park Parties shall promptly, upon request by the Company, reimburse the Company for all reasonable, reasonable and documented out-of-pocket costs and expenses paid to Third Parties (including advisor’s fees and expenses) incurred by the Company or the Company Subsidiaries in connection with the foregoingcooperation provided or other action taken by Company or any Company Subsidiaries pursuant to this Section 7.17 and indemnify and hold harmless the Company, shall be borne the Company Subsidiaries and their respective officers, trustees, directors and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) suffered or incurred by such Stockholder) them in connection with the Stockholder and its Permitted Transferees obtaining any Permitted Loan: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary form such financing transaction or public offering, any information utilized in connection with such transactions (which agreement may include, without limitation, agreements and obligations therewith or any action taken by the Company or any of the Company relating Subsidiaries pursuant to procedures and specified time periods for effecting transfers and/or conversions upon foreclosurethis Section 7.17; provided, agreements however, that the foregoing indemnity shall not apply with respect to not hinder any Losses resulting from a willful or delay exercises intentional breach of remedies on foreclosureany representation, acknowledgments regarding corporate policywarranty, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent covenant or agreement of the Company (which will not be unreasonably withheld or delayed)any Company Subsidiaries under this Agreement. All nonpublic or otherwise confidential information regarding the Company and Company Subsidiaries obtained by the Park Parties, with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its their Affiliates or their Affiliates) continue Representatives pursuant to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor this Section 7.17 shall be kept confidential in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Confidentiality Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanQualifying Loan following the Closing: (i) entering using good faith and commercially reasonable efforts 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or Transfers or conversions upon foreclosure, agreements to not intentionally hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series B Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Dividend Shares and depositing any such pledged Series B Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Dividend Shares in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the transfer agent date the lender has a valid one year “holding period” (as defined in connection therewithRule 144) or in such shares of Common Stock), (B) without limiting the generality of clause (A), if such Series B Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series B Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 4.2 above, (iii) if so requested by such lender or counterparty, as applicable and (C) causing the Company’s transfer agent to transfer Series B Preferred Stock, Conversion Shares or Dividend Shares, as applicable, in connection with any such Transfer, (x) re-issuing the pledged Series B Preferred Stock, Conversion Shares or Dividend Shares in certificated form in the name of a Purchaser Party or its Affiliates or (y) re-registering the pledged Series B Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Dividend Shares in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Qualifying Loan, with respect to Permitted Qualifying Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock, Conversion Shares or Dividend Shares, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser Parties relating to the delivery of the Series B Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Dividend Shares to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series B Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Dividend Shares upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Qualifying Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Common Stock or the Series B Preferred Stock and/or or the underlying shares of Common Stock as collateral to the lenders under such Permitted Qualifying Loan and that the execution of such Permitted Qualifying Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Qualifying Loan and (C) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (Dii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company; provided, that the Company shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential the terms and the existence of any material obligations such loan agreement and related documents in connection with a Qualifying Loan (and any amendments or supplements thereto), other than as specifically set forth in the proceeding sentencecase that the Company, any of its Affiliates or any of its or their respective Representatives are requested or required by applicable law, regulation, judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such information, in each of which instances the Company, its Affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Purchaser Parties sufficiently in advance of any such disclosure so that the Purchaser Parties will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case the Company shall use reasonable efforts to assist the Purchaser Parties in this respect). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary the form in connection with such transactions (which agreement may includeattached hereto as Exhibit C, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingslender, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article 2 to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes upon payment of the purchase therefor in accordance with the terms of this Agreement (including satisfaction of the conditions set forth in Section 2.02(d)) and (viii) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Stockholder or its Purchaser delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Company Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (C) that an Event of Default (as contemplated by the StockholderMargin Loan Agreement as defined in the Issuer Agreement) constitutes the only circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Company Common Stock and a Coverage Event (as contemplated by the Margin Loan Agreement) constitutes circumstances under which the Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, its in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Transferees Loan and its that such provisions do not violate the terms of this Agreement and their controlled Affiliates acknowledge (D) the Purchaser acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser under this Agreement the Stockholder and its Permitted Transferees Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will use commercially reasonable efforts to provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, applicable and certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingslender, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book book-entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 5.09(a) above, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third third-party beneficiary of the Company’s obligations hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor Party has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesany Investor Party, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Party obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law Law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock, Common Stock issued upon conversion of Series A Preferred Stock, or Common Stock issued upon exercise of the Warrant, and depositing such pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Series A Preferred Stock or Common Stock issued upon conversion exercise of Preferred Stock the Warrant in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 5.07(a) above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock or issued upon exercise of the Warrant in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (such Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred StockStock or issued upon exercise of the Warrant or (y) certificating the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock or issued upon exercise of the Warrant, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) such Investor Party relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock or issued upon exercise of the Warrant to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock or issued upon exercise of the Warrant upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees such Investor Party may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee such Investor Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees such Investor Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement Agreement, the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If From and after the Closing, if requested by a Stockholder or its Permitted Transfereesan Investor Party, the Company will provide the following cooperation (with, in each case, all reasonable, documented out-of-pocket expenses expenses, including legal expenses, incurred by the Company in connection with the foregoing, shall be being borne by such StockholderInvestor Party) in connection with the Stockholder and its Permitted Transferees such Investor Party obtaining any Permitted Loan, including with respect to the following: (i) entering into an issuer agreement (an “Issuer Agreement”in customary form and substance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosureForeclosure, agreements to not hinder or delay exercises of remedies on foreclosureForeclosure, acknowledgments regarding organizational documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged shares of Preferred Stock and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and securities law status of the pledge arrangements and a specified list of CompetitorsCompetitors (which, Activist Investors and Restricted Persons) and subject to for the consent avoidance of doubt, shall only apply if such transaction is not undertaken in a registered offering or an offering exempt from registration under Rule 144 or Rule 144A of the Company (which will not be unreasonably withheld or delayedSecurities Act), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged shares of Preferred Stock or and/or shares of Common Stock issued upon conversion of shares of Preferred Stock and depositing any pledged shares of Preferred Stock or and/or shares of Common Stock issued upon conversion of shares of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such shares of Preferred Stock is or Common Stock are eligible for resale under Rule 144A, depositing such pledged shares of Preferred Stock and/or shares of Common Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendsrepresentations and warranties from the applicable Investor Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering on the books and records of the transfer agent the pledged shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to a Permitted Loans solely Loan as securities intermediary and only to the extent the Stockholder, its Permitted Transferees Investor Parties (or its or their Affiliates) continue to beneficially own such pledged shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements (in form and substance reasonably satisfactory to the Company and the sources of the Permitted Loan) with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) applicable Investor Parties relating to the delivery of the applicable shares of Preferred Stock or and/or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement issuer agreement is conditioned on the Stockholder or its Permitted Transferee Investors certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement issuer agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has Investors have pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement issuer agreement and any material inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement issuer agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement issuer agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesYahoo Party, the Company will provide the following cooperation (with, in each case, all reasonable, documented out-of-pocket expenses expenses, including legal expenses, incurred by the Company in connection with the foregoing, shall be being borne by such StockholderYahoo Party) in connection with the Stockholder and its Permitted Transferees such Yahoo Party obtaining any Permitted Loan, including with respect to the following: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary form in connection with such transactions (which agreement may include, without limitation, include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding Organizational Documents and corporate policy, if applicable, and certain acknowledgments regarding the pledged Company Securities and securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject in form reasonably acceptable to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingsCompany, (ii) using commercially reasonable best efforts to (A) following receipt by the Company of an opinion of external counsel reasonably satisfactory to the Company that such restrictive legend or notation may be removed, remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Company Securities and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Company Securities in book entry form on the books of The Depository Trust Company, in each case when eligible to do so or otherwise as agreed with the transfer agent (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is Company Securities are eligible for resale under Rule 144A, depositing such pledged Preferred Stock Company Securities in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendsrepresentations and warranties from the applicable Yahoo Party or its applicable Affiliates regarding compliance with securities Laws, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Company Securities in the name of the relevant lender, agent, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, Yahoo or its Permitted Transferees (or its or their Affiliates) continue to beneficially own Beneficially Own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred StockCompany Securities, (iv) entering into customary triparty agreements with each lender and the Stockholder Yahoo (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Company Securities to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder Yahoo and its Permitted Transferees may reasonably request in writing (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying applicable Yahoo Party representing to the Company in writing that (Ai) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Yahoo Party has pledged the Preferred Stock and/or the underlying shares of Common Stock Yahoo Issued Securities as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, Agreement and (Bii) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by such Yahoo Party acknowledges and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate representations when entering into the Issuer Agreement and any inaccuracy in such certificate representations will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Yahoo Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Companythereto.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanLoan following the Closing: (i) using good faith and commercially reasonable efforts to negotiate entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not intentionally 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 a specified list of Company Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series C Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock and depositing any such pledged Series C Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the transfer agent date the lender has a valid one year “holding period” (as defined in connection therewithRule 144) in such shares of Common Stock) or (B) without limiting the generality of clause (A), if such Series C Preferred Stock or Common Stock is eligible for resale under Rule 144A, depositing such pledged Series C Preferred Stock or Common Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 4.3 above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-issuing the pledged Series C Preferred Stock, Conversion Shares or Common Stock in certificated form in the name of a Purchaser Party or its Affiliates and/or (y) re-registering the pledged Series C Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Series C Preferred Stock, Conversion Shares or Common Stock, and (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Common Stock or the Series C Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (Dii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company (including, for the avoidance of doubt, an undertaking of the lender to sell any material obligations other than as specifically set forth pledged Series C Preferred Stock and/or common stock in compliance with the proceeding sentenceForeclosure Limitations). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed)applicable law, with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock and depositing any such pledged Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such shares of Series A Preferred Stock is are eligible for resale under Rule 144A, depositing such pledged shares of Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iiiii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-registering register the pledged Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock, (iii) use commercially reasonable best efforts, and to negotiate in good faith, the terms of the an issuer agreement (each, an “Issuer Agreement”) with each lender with respect to such Permitted Loan, (iv) entering into customary triparty agreements with each the relevant lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock to the relevant such lender for crediting to the relevant collateral accounts upon funding of the relevant loan and payment of the purchase price of the Purchaser, including a right for such lender as a third party beneficiary of with respect to the Company’s obligations hereunder obligation under Article II hereof to issue the Preferred Stock or Common Stock issued upon conversion shares of Series A Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement (including satisfaction of the conditions set forth in Section 2.02(d)) and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the ordinary course operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an 49 4840-5838-5626.18 Issuer Agreement is conditioned on (x) the Stockholder or its Purchaser delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the shares of Series A Preferred Stock and/or the underlying shares of Company Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees Purchaser acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder Purchaser acknowledges and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser under this Agreement Agreement, the Stockholder and its Permitted Transferees Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. Upon request by the Purchaser, the Company shall consider in good faith any amendments to this Agreement or the Certificate of Designations proposed by the Purchaser necessary to facilitate the consummation of a Permitted Loan transaction, and the Company shall take commercially reasonable efforts to submit for approval to the Board of Directors any such amendment that is not adverse in any respect to the interests of the Company (as determined in good faith by the Company in its sole and absolute discretion), it being acknowledged that registration of any shares of Series A Preferred Stock or Company Common Stock for resale by the Registration Date is not adverse to the interests of the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesany Investor Party, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Party obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law Law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 5.09(a) above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (such Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock or (y) certificating the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) such Investor Party relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees such Investor Party may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee such Investor Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees such Investor Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement Agreement, the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law Law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock and depositing any such pledged Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series B Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series B Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 5.09(a) above, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Series B Preferred Stock or Common Stock issued upon conversion of Series B Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Series B Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. (a) If requested by a Stockholder or its Permitted TransfereesPurchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted LoanLoan or Permitted Debt Financing Transaction: (i) subject to applicable law, (A) removing any restrictive legends on certificates representing pledged Notes or Additional Securities, as applicable, and depositing such pledged Notes or Additional Securities in book entry form on the books of The Depository Trust Company when eligible to do so or (B) without limiting the generality of clause (A), following the first anniversary of the Closing (in the case of the Notes) or if such Note or any Additional Security is eligible for resale under Rule 144A, depositing such pledged Note or Additional Security in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (ii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Note or Additional Security in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent such Purchaser or its Affiliates continues to Beneficially Own such pledged Note or Additional Security, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in reasonable and customary form in connection with such transactions (which agreement may shall include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto additional terms as are reasonably requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock not inconsistent with the Company’s obligations under the Indenture and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (applicable law and providing any necessary indemnities reasonably acceptable to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred StockCompany, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) such Purchaser relating to the delivery of the Preferred Stock or Notes, Additional Securities and/or shares of the Company Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Notes, Additional Securities and/or shares of Company Common Stock issued upon conversion of Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees such Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s businessbusiness or impose any material burdens on the Company. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) such Purchaser delivering to the Stockholder or its Company a copy of the Permitted Transferee Loan to which the Issuer Agreement relates and (2) such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser has pledged the Preferred Stock Notes, Additional Securities and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in the StockholderIssuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, its Additional Securities and/or the underlying shares of Company Common Stock and a Market Value Cure (as defined in the applicable margin loan agreement) constitutes circumstances under which such Purchaser may sell the Notes, Additional Securities and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Transferees Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and its that such provisions do not violate the terms of this Agreement and their controlled Affiliates acknowledge (D) such Purchaser acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Such Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) such Purchaser under this Agreement the Stockholder and its Permitted Transferees such Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesPurchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed)applicable law, with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes and depositing any such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock Note is eligible for resale under Rule 144A, depositing such pledged Preferred Stock Note in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iiiii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-registering register the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Note in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred StockNote, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in the form and substance substantially as attached hereto as Exhibit D, with such changes thereto as are reasonably requested by such lender and customary for similar financings and not inconsistent with the Company’s obligations under the Indenture and applicable law, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) any applicable Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees any Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) such Purchaser delivering to the Stockholder or its Company a copy of the Permitted Transferee Loan to which the Issuer Agreement relates and (2) such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in the StockholderIssuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Company Common Stock and a Coverage Event constitutes circumstances under which such Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, its in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Transferees Loan and its that such provisions do not violate the terms of this Agreement and their controlled Affiliates acknowledge (D) such Purchaser acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Each Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) such Purchaser under this Agreement the Stockholder and its Permitted Transferees such Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesPurchaser in writing, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (a) subject to applicable Law, using reasonable best efforts to (i) deposit certificates representing such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company at Closing and, when eligible to do so, remove any restrictive legends or (ii) without limiting the generality of sub-clause (i), if such Securities and/or Warrant Shares are eligible for resale under Rule 144A, depositing such pledged Securities and/or Warrant Shares in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (b) if so requested by such lender or counterparty in writing, as applicable, using reasonable best efforts to re-register the pledged Securities and/or Warrant Shares in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, solely as securities intermediary and only to the extent the Purchaser or its Affiliates continues to beneficially own such pledged Securities and/or Warrant Shares, (c) negotiating in good faith to enter into, and entering into an into, one or more issuer agreement agreements (each, an “Issuer Agreement”) with each lender in customary form in connection with such transactions in customary form for similar financings and not inconsistent with this Agreement or the Company’s obligations under the Certificate of Designations and applicable Law (which agreement may include, without limitation, shall include agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, foreclosure and certain acknowledgments regarding securities law Law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayedarrangements), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (ivd) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) any applicable Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Securities and/or Warrant Shares, as applicable, to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and and, if applicable payment of the purchase price Purchase Price or the Additional Investment Amount in accordance with the terms of this Agreement, including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Common Stock issued Securities and/or Warrant Shares, as applicable, upon conversion of Preferred Stock upon payment payment, if applicable, of the purchase Purchase Price and/or the Additional Investment Amount therefor in accordance with the terms of this Agreement and (ve) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Stockholder or its Purchaser delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates (provided, that such loan agreement may be so delivered on a redacted basis to remove sensitive and/or identifying information) and (y) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Securities and/or the underlying shares of Common Stock Warrant Shares, as applicable, as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this AgreementAgreement or applicable Law, (B) to the extent applicable, whether the registration rights under the Registration Investor Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, (C) an event of default (as defined in the Stockholder, its Issuer Agreement) constitutes the circumstances under which the lenders under the Permitted Transferees Loan may foreclose on the Securities and/or Warrant Shares and its (D) such Purchaser acknowledges and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate certifications when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an any Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) any Purchaser Party under this Agreement the Stockholder and its Permitted Transferees applicable Purchaser Party shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Competitors and Activist Investors and Restricted PersonsShareholders) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments acknowledgements regarding corporate policy, if applicable, certain acknowledgments acknowledgements regarding securities law status of the pledge arrangements and a specified list of Competitors, Competitors and Activist Investors and Restricted PersonsShareholders) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case DTC when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock (to the extent not already deposited) in book entry form on the books of The Depository Trust Company DTC or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. For the avoidance of doubt, the Acquired Shares will initially be issued through the facilities of DTC. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee Investors certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has Investors have pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) using reasonable efforts to facilitate deposit of the Notes in book-entry-only form at The Depository Trust Company as contemplated by the Indenture and (ii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary the form in connection with such transactions (which agreement may include, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto attached hereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (or its or their Affiliates) continue to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Exhibit D. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Purchaser delivering to the Company a copy of the Permitted Transferee Loan to which the Issuer Agreement relates and (ii) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (C) that an Event of Default (as defined in the StockholderIssuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Company Common Stock and a Coverage Event constitutes circumstances under which the Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, its in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Transferees Loan and its that such provisions do not violate the terms of the Investment Agreement and their controlled Affiliates acknowledge (D) the Purchaser acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser under this Agreement the Stockholder and its Permitted Transferees Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesPurchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed)applicable law, with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on deposit certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes in book entry form on the books of The Depository Trust CompanyCompany at closing and, in each case when eligible to do so (and providing so, remove any necessary indemnities to the transfer agent in connection therewith) restrictive legends or (B) without limiting the generality of clause (A), if such Preferred Stock Note is eligible for resale under Rule 144A, depositing such pledged Preferred Stock Note in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iiiii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-registering register the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Note in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own Beneficially Own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred StockNote, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in the form attached hereto as Exhibit D, with such changes thereto as are reasonably requested by such lender, customary for similar financings and not inconsistent with the Company’s obligations under the Indenture and applicable law and reasonably acceptable to the Company, (iv) solely to the extent any portion of the Purchase Price includes proceeds of a Permitted Loan, entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) any applicable Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price price, including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees any Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, impose any material burdens on the Company or prejudice any of its rights hereunder. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) such Purchaser delivering to the Stockholder or its Company a copy of the Permitted Transferee Loan to which the Issuer Agreement relates and (2) such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in the StockholderIssuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes and/or the underlying shares of Company Common Stock and a Market Value Cure (as defined in the applicable margin loan agreement) constitutes circumstances under which such Purchaser may sell the Notes and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, its in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Transferees Loan and its that such provisions do not violate the terms of this Agreement and their controlled Affiliates acknowledge (D) such Purchaser acknowledges and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement Agreement. Each Purchaser acknowledges and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) such Purchaser under this Agreement the Stockholder and its Permitted Transferees such Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted TransfereesPurchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed)applicable law, with such changes thereto as are requested by such lender and customary for similar financings, (ii) using reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes and depositing any such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock Note is eligible for resale under Rule 144A, depositing such pledged Preferred Stock Note in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iiiii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-registering register the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock Note in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred StockNote, (iii) entering into an issuer agreement (an “Issuer Agreement”) in the form and substance substantially as attached hereto as Exhibit D, with such changes thereto as are reasonably requested by such lender and customary for similar financings and not inconsistent with the Company’s obligations under the Indenture and applicable law, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) any applicable Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article 2 to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes upon payment of the purchase therefor in accordance with the terms of this Agreement and (viii) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) the Stockholder or its Purchaser delivering to the Company a copy of the Permitted Transferee Loan to which the Issuer Agreement relates and (2) the Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Purchaser has pledged the Preferred Stock Notes and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this AgreementAgreement or applicable law, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Article V are being assigned to the lenders under that Permitted Loan, and (C) the Stockholder, its Permitted Transferees Purchaser acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder Purchaser acknowledges and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser under this Agreement the Stockholder and its Permitted Transferees Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder Hill City or its Permitted Transfereesthe Investor Parties, the Company each Seller will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with Hill City, the foregoing, shall be borne by such Stockholder) in connection with Investor Parties or the Stockholder and its Permitted Transferees other members of the Sponsor Group obtaining any Permitted Loan: (i) entering 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 obligations of the Company such Seller relating to procedures and specified time periods for effecting transfers Transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law Law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company such Seller (which will not be unreasonably withheld withheld, delayed or delayedconditioned), with such changes thereto as are requested by such lender or Sellers and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Series A Preferred Stock or Parent Common Stock issued upon conversion the exchange of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 5.09 above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-registering the pledged Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (Hill City or its such Investor Party or their Affiliates) continue respective Affiliates continues to beneficially own such pledged Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock or (y) certificating the pledged Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Hill City or such Investor Party relating to the delivery of the Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Companysuch Seller’s obligations under hereunder to issue the Series A Preferred Stock or Parent Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Hill City or such Investor Party may reasonably request (which such other cooperation and assistance, for the avoidance of doubt, assistance shall not include any requirements that the Company Parent deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s Sellers’ business. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation Sellers’ obligations to deliver an Issuer Agreement is conditioned on the Stockholder Hill City or its Permitted Transferee such Investor Party, as applicable certifying to the Company such Seller in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder Hill City or its Permitted Transferee such Investor Party has pledged the Series A Preferred Stock and/or the underlying shares of Parent Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees Hill City or such Investor Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company such Seller will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder Investor acknowledges and its Permitted Transferees acknowledge and agree agrees that the statements and agreements of the Company such Seller in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company Sellers and the Stockholder (or its Permitted Transferee) Investor under this Agreement Agreement, the Stockholder and its Permitted Transferees Investor shall not be entitled to use the statements and agreements of the Company Sellers in an Issuer Agreement against the CompanySellers.

Financing Cooperation. (a) If requested by a Stockholder or its Permitted Transfereesthe Purchaser, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser obtaining any Permitted LoanLoan or Permitted Transaction: (i) entering into an issuer agreement (an “Issuer Agreement”) with each lender in customary the form in connection with such transactions (which agreement may includeattached hereto as Exhibit C, without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financingslender, (ii) prior to the thirteen (13)-month anniversary of the date of issuance using commercially reasonable best efforts to (Abut in any event prior to the fourteen (14)-month anniversary of the date of issuance) remove deposit the pledged Notes and/or any restrictive legends on certificates representing pledged Preferred Stock or shares of Class A Common Stock issued received upon conversion of Preferred Stock and depositing any pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock Notes in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A without restrictive legendslegends and bearing an unrestricted CUSIP subject to (A) the eligibility requirements of the Depository Trust Company being satisfied and (B) reasonable undertakings by such lender to ensure that any public resales of Pledged Convertible Notes will be eligible for resale without registration under the Securities Act, (iii) if so requested by such lender or counterparty, as applicable, registering or re-registering the pledged Preferred Stock or Notes and/or shares of Class A Common Stock to be issued upon conversion of Preferred Stock the Notes, as applicable, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted LoanLoan or Permitted Transaction, with respect to Permitted Loans solely as securities intermediary or secured party and only to the extent the Stockholder, its Permitted Transferees (such Purchaser or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Notes and/or shares of Class A Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes to the relevant lender (or re-registration of such Notes in the name of the Custodian (as defined in the Issuer Agreement) as record holder for the Purchaser’s beneficial interest in the Notes or a lender of a Permitted Loan as secured party thereunder) for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder obligation under Article II to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock Notes upon payment of the purchase price therefor in accordance with the terms of this Agreement and (including satisfaction of the conditions set forth in Section 2.02(d)) and/or (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on the Stockholder or its Permitted Transferee certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee has pledged the Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, are being assigned to the lenders under that Permitted Loan, (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentence. The Stockholder and its Permitted Transferees acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) under this Agreement the Stockholder and its Permitted Transferees shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock and depositing any such pledged Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations under hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Stockholder or its Investor Parties delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates and (y) the Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanLoan following the Closing: (i) entering using good faith and commercially reasonable efforts 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions Transfers upon foreclosure, agreements to not intentionally 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 a specified list of Company Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion Stock, obtaining CUSIP numbers for shares of Series A Preferred Stock (including if requested by Purchaser obtaining a different CUSIP number for shares of Series A Preferred Stock that are issued at a particular Closing from the CUSIP number for shares of Series A Preferred Stock that are issued at a different Closing) and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the transfer agent date the lender has a valid six-month “holding period” (as defined in connection therewithRule 144) in such shares of Common Stock) or (B) without limiting the generality of clause (A), if such Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 4.3 above, (iii) if so requested by such lender or counterparty, as applicable, (x) re-issuing the pledged Series A Preferred Stock or Common Stock in certificated form in the name of a Purchaser Party or its Affiliates and/or (y) re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser Parties relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Common Stock or the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (Dii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company (including, for the avoidance of doubt, an undertaking of the lender to sell any material obligations other than as specifically set forth pledged Series A Preferred Stock and/or Common Stock in compliance with the proceeding sentenceForeclosure Limitations). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanQualifying Loan following the Closing: (i) entering using good faith and commercially reasonable efforts 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or Transfers or conversions upon foreclosure, agreements to not intentionally hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock Conversion Shares and depositing any such pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock Conversion Shares in book entry form on the books of The the Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the transfer agent date the lender has a valid one year “holding period” (as defined in connection therewithRule 144) or in such shares of Common Stock), and (B) without limiting causing the generality of clause (A), if such Company’s transfer agent to transfer Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterpartyConversion Shares, as applicable, in connection with any such Transfer, (x) re-issuing the pledged Series A Preferred Stock or Conversion Shares in certificated form in the name of a Purchaser Party or its Affiliates or (y) re-registering the pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock Conversion Shares in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Qualifying Loan, with respect to Permitted Qualifying Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Series A Preferred Stock or Common Stock issued upon conversion of Preferred StockConversion Shares, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser Parties relating to the delivery of the Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock Conversion Shares to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Series A Preferred Stock or Common Stock issued upon conversion of Preferred Stock Conversion Shares upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (i) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Qualifying Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Common Stock or the Series A Preferred Stock and/or or the underlying shares of Common Stock as collateral to the lenders under such Permitted Qualifying Loan and that the execution of such Permitted Qualifying Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Qualifying Loan and (C) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (Dii) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company; provided, that the Company shall, and shall cause its Affiliates and its and their respective Representatives to, keep confidential the terms and the existence of any material obligations such loan agreement and related documents in connection with a Qualifying Loan (and any amendments or supplements thereto), other than as specifically set forth in the proceeding sentencecase that the Company, any of its Affiliates or any of its or their respective Representatives are requested or required by applicable law, regulation, judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose such information, in each of which instances the Company, its Affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Purchaser Parties sufficiently in advance of any such disclosure so that the Purchaser Parties will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case the Company shall use reasonable efforts to assist the Purchaser Parties in this respect). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Investor Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Investor Parties obtaining any Permitted Loan: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, and certain acknowledgments regarding securities law status of the pledge arrangements and a specified list of Competitors, Activist Investors and Restricted Personsarrangements) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are reasonably requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock and depositing any such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case Company when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewith) or (B) without limiting the generality of clause (A), if such Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends, (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (an Investor Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Preferred Stock or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Investor Parties relating to the delivery of the Preferred Stock or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Preferred Stock or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Investor Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (x) the Stockholder or its Investor Parties delivering to the Company a copy of the loan agreement for the Permitted Transferee Loan to which the Issuer Agreement relates and (y) the Investor certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee Investor has pledged the Preferred Stock and/or the underlying shares of Common Stock underlying the Series A Preferred Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (C) the Stockholder, its Permitted Transferees and its and their controlled Affiliates Investor Parties acknowledge and agree that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (D) the Company is not required to incur any material obligations other than as specifically set forth in the proceeding sentenceAgreement. The Stockholder and its Permitted Transferees Investor Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Investor Parties under this Agreement the Stockholder and its Permitted Transferees Investor Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company. Upon request by the Investor Parties, the Company shall consider in good faith any amendments to this Agreement, the Series A Certificate of Designations and/or the Series B Certificate of Designations proposed by the Investor Parties necessary to facilitate the consummation of a Permitted Loan, and the Company shall consent to any such amendment that is not adverse in any respect to the interests of the Company (as determined by the Company in its sole discretion upon the authorization of the disinterested members of the Board).

Financing Cooperation. If requested by a Stockholder or its Permitted Transfereesthe Purchaser Parties, the Company will provide the following cooperation (in each case, all reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing, shall be borne by such Stockholder) in connection with the Stockholder and its Permitted Transferees Purchaser Parties obtaining any Permitted LoanLoan following the Closing: (i) entering 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 obligations of the Company relating to procedures and specified time periods for effecting transfers Transfers and/or conversions 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 a specified list of Company Competitors, Activist Investors and Restricted Persons) and subject to the consent of the Company (which will not be unreasonably withheld or delayed), with such changes thereto as are requested by such lender and customary for similar financings, (ii) using commercially reasonable best efforts to (A) remove any restrictive legends on certificates representing pledged Purchased Notes, Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock Stock, and depositing any such pledged Purchased Notes, Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in book entry form on the books of The Depository Trust Company, in each case when eligible to do so (and providing any necessary indemnities to the transfer agent in connection therewiththerewith (for the avoidance of doubt, shares of Common Stock will not be considered so eligible prior to the date the lender has a valid six-month “holding period” (as defined in Rule 144) in such shares of Common Stock) or (B) without limiting the generality of clause (A), if such Purchased Notes or Series A Preferred Stock is eligible for resale under Rule 144A, depositing such pledged Purchased Notes or Series A Preferred Stock in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legendslegends in lieu of the legends specified in Section 4.3 above, (iii) if so requested by such lender or counterparty, as applicable, (A) re-issuing the pledged Purchased Notes or Series A Preferred Stock, Conversion Shares or Common Stock in certificated form in the name of a Purchaser Party or its Affiliates and/or (B) re-registering the pledged Purchased Notes or Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock in certificated form or in book-entry form, as so requested, in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan, with respect to Permitted Loans solely as securities intermediary and only to the extent the Stockholder, its Permitted Transferees (a Purchaser Party or its or their Affiliates) continue Affiliates continues to beneficially own such pledged Purchased Notes, Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock, (iv) entering into customary triparty agreements with each lender and the Stockholder (and its Permitted Transferees and its and their Affiliates) Purchaser Parties relating to the delivery of the Purchased Notes, Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligations hereunder to issue the Purchased Notes, Series A Preferred Stock Stock, Conversion Shares or Common Stock issued upon conversion of Preferred Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as the Stockholder and its Permitted Transferees Purchaser Parties may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business, in the cases of clauses (ii) and (iii), subject to receipt of customary legal opinions and certificates and the satisfaction of any relevant requirements of the Company’s transfer agent. Anything Notwithstanding anything to the contrary in the preceding sentence to the contrary notwithstandingsentence, the Company’s obligation to deliver an Issuer Agreement is conditioned on (A) the Stockholder or its Permitted Transferee relevant Purchaser Party certifying to the Company in writing that (Ax) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, the Stockholder or its Permitted Transferee such Purchaser Party has pledged Purchased Notes, Common Stock or the Series A Preferred Stock and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (By) to the extent applicable, whether the registration rights under the Registration Rights Agreement, dated as of even date herewith, by and among the Company and the Stockholders, Agreement are being assigned to the lenders under that Permitted Loan, Loan and (Cz) the Stockholder, its Permitted Transferees such Purchaser Party acknowledges and its and their controlled Affiliates acknowledge and agree agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement and (DB) the Issuer Agreement containing customary representations, warranties and covenants for the benefit of the Company is not required from the relevant Purchaser Party and the lender reasonably satisfactory to incur the Company (including, for the avoidance of doubt, an undertaking of the lender to sell any material obligations other than as specifically set forth pledged Purchased Notes, Series A Preferred Stock and/or Common Stock in compliance with the proceeding sentenceForeclosure Limitations). The Stockholder and its Permitted Transferees Purchaser Parties acknowledge and agree that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and the Stockholder (or its Permitted Transferee) Purchaser Parties under this Agreement the Stockholder and its Permitted Transferees Purchaser Parties shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.