Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the Company will, and will use reasonable best efforts to cause its and its Subsidiaries’ officers and employees to, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the The Company willshall, and will use reasonable best efforts to shall cause its Subsidiaries to, and shall cause its and its Subsidiaries’ officers and employees their Representatives to, at Parent’s sole expense, cooperate in provide all reasonable respects with the efforts of cooperation reasonably requested by Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financingfinancing arrangements (including amendments, supplements, modifications, repayments, refinancings, terminations or prepayments of existing financing arrangements and new financings) as Parent may reasonably determine to be necessary or advisable in connection with the completion of the Merger or the other transactions contemplated hereby or to be consummated in connection therewith. Such cooperation shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees participating in connection with any such financinga reasonable and mutually agreed number of meetings, presentations or due diligence sessions upon reasonable advance notice and (ii) incur any liability providing reasonable and timely assistance with the preparation of any kind (or cause their respective Representatives to incur any liability of any kind) materials for presentations, offering memoranda, prospectuses and similar documents required in connection with such financing if arrangements. Notwithstanding the Initial Merger does not take placeforegoing or anything set forth in Section 1.1(b) or Section 5.12(c), (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries shall not be required pursuant to Section 1.1(b), this Section 5.12(a) or Section 5.12(c) to (A) enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters and notices), and the Company Board will not be required to adopt any resolutions, that will be effective prior to the Initial MergerClosing (or if the Closing does not occur), (B) cause any representation provide such cooperation to the extent it would disrupt unreasonably the business or warranty in this Agreement to be breached, (C) cause any director, officer or employee operations of the Company or any of its Subsidiaries or require any of them to incur take any personal liabilityactions that would reasonably be expected to violate applicable Law, any Contract or their respective Organizational Documents, (C) provide information to the extent such information would not be required to be provided pursuant to the first proviso to the first sentence of Section 5.2 (subject to the second proviso to such sentence), (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or take any of the Subsidiaries of the Company or any Laws, (E) result in the contravention ofactions, or omit to take an action, that could would reasonably be expected to result prior to in any personal liability for the Initial Merger in a violation directors, officers, employees or breach of, or a default under, any Contract to which stockholders of the Company or any of its Subsidiaries is a party or (FE) require the Companywould reasonably be expected to cause any representation, prior warranty or covenant in this Agreement to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of be breached by the Company or any of its SubsidiariesSubsidiaries (unless waived by Parent and Merger Sub) or cause any closing condition set forth in Article VI to fail to be satisfied.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the Company willParent and Merger Sub shall, and will shall cause each of their respective Subsidiaries to, use their reasonable best efforts to take or cause its to be taken all actions and its Subsidiaries’ officers and employees toto do, at Parent’s sole expenseor cause to be done, cooperate in all reasonable respects with the efforts of Parent things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter (including, to the extent required, the full exercise of any financing that Parent expects flex provisions) at or prior to use after the Closing. Parent shall give the Company , including using its reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to best efforts to: (i) pay any fees maintain in connection effect the Commitment Letters in accordance with any such financingthe terms and subject to the conditions thereof, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection comply with such financing if its obligations under the Initial Merger does not take placeCommitment Letter, (iii) negotiate and enter into any binding agreement or commitment in connection definitive agreements with such financing that is not conditioned respect thereto on the occurrence of terms and conditions contained in the Initial Merger and does not terminate without liability to Commitment Letter as promptly as practicable after the Company or any of its Subsidiaries upon termination of this Agreementdate hereof, but in no event later than the Closing, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company on such other terms and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result conditions no less favorable in the contravention of, or aggregate to Parent and Merger Sub (as determined by Parent and Merger Sub in their reasonable discretion) than the terms and conditions contained in the Commitment Letter (provided that could such other terms would not reasonably be expected to result materially delay or hinder the Closing), (iv) satisfy, or cause to be satisfied, (or if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Parent, Merger Sub, their respective Subsidiaries or their respective officers, managers, employees, agents, consultants, advisors, accountants, financial advisors, legal counsel and other representatives in the Commitment Letter (or definitive agreements entered into with respect to the Commitment Letter), (v) prepare the information memoranda, preliminary and final offering memoranda or prospectuses, registration statements and other materials to be used in connection with obtaining the Financing prior to the Initial Merger anticipated date on which all of the conditions in a violation Article VII have been satisfied, to the extent reasonably practicable, and (vi) in the event that all conditions in the Commitment Letters have been satisfied, cause the lenders to fund the Financing at or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial MergerClosing, including by enforcing (including by seeking through litigation to provide access specifically enforce) such persons’ funding obligations (and the rights of Parent, Merger Sub and their respective affiliates) under the Commitment Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or disclose information that other fees arising pursuant to the Company determines would jeopardize any attorney-client privilege Commitment Letters as and when they become due to the extent they are required to be paid pursuant to the terms of the Company or any of its SubsidiariesCommitment Letters.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the The Company willshall and shall cause its Subsidiaries to, and will shall use its commercially reasonable best efforts to cause each of its and its Subsidiaries’ officers and employees Representatives to, at Parent’s sole expense, cooperate provide any reasonable cooperation reasonably requested by Parent in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared writing in connection with such financing(i) the arrangement of the Bank Debt Financing and any other debt financing expressly contemplated by the Bank Debt Commitment Letter, including senior unsecured notes and senior secured notes, and Parent (ii) subject to the requirements of Section 6.11(b), the payoff, redemption, defeasance, discharge or other satisfaction of the Existing Credit Agreement and the Existing Senior Notes on or subsequent to the Closing Date, in each case as is necessary, customary and reasonably requested in writing by Parent; provided that any notice of, or documentation with respect to, any such payoff, redemption or other satisfaction of existing indebtedness of the Company pursuant to this Section 6.11(a)(ii) shall include in provide that the obligation to repay, redeem or satisfy such materials comments reasonably proposed by indebtedness shall, as applicable, be subject to and is conditioned upon the Companyoccurrence of the Closing; provided, further, that such requested cooperation with respect to clauses (i) and (ii) of this Section 6.11(a) does not unreasonably or materially interfere with the ongoing operations of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, (A) neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with commitment or other similar fee, incur or reimburse any such financingcosts or expenses, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment or incur any other liability, indemnity or obligation in connection with such financing that is not conditioned on the occurrence of Bank Debt Financing or the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of cooperation required by this Agreement, or (ivSection 6.11(a) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries be effective prior to the Initial MergerClosing, (B) cause any representation or warranty in this Agreement to be breachedno director, (C) cause any directormanager, officer or employee or other Representative or equityholder of the Company or any of its Subsidiaries shall be required to incur execute, deliver, enter into, approve or perform any personal liabilityagreement, (Dcommitment, document, instrument or certificate or take any other action pursuant to this Section 6.11(a) conflict with to the charter, the bylaws (or similar organizational documents) of the Company or extent any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that such action could reasonably be expected to result prior in personal liability to such Representative or equityholder, (C) neither the Company nor any of its Subsidiaries (nor any of their respective boards of directors (or similar governing bodies) shall be required to adopt any resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, document, instrument or agreement in connection to the Initial Merger Bank Debt Financing or the incurrence of indebtedness thereby or any cooperation required by this Section 6.11(a) and (D) no cooperation under this Section 6.11(a) shall (I) require the Company or any of its Subsidiaries to provide, or cause to be provided, any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party or is legally privileged or consists of attorney work product or could reasonably be expected to result in the loss of any applicable legal privilege, (II) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its organizational documents or any Laws or would reasonably be expected to result in (with or without notice, lapse of time, or both) a violation or breach of, or a default under, or give rise to any Contract right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit or privilege to which such Person is entitled under, any agreement to which the Company or any of its Subsidiaries is a party or (F) require result in the Company, prior to the Initial Merger, to provide access to creation or disclose information that the Company determines would jeopardize imposition of any attorney-client privilege Lien on any asset of the Company or any of its Subsidiaries, except any Lien that becomes effective only upon the Closing, (III) cause (or require the taking of any action that would cause) any representation or warranty in this Agreement to be breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement or require the Company to waive or amend any terms of this Agreement, (IV) require the Company to disclose any material, non-public information other than to recipients of such information that agree to confidentiality arrangements as contemplated under Section 6.11(b) and Section 6.4 or any adjustments or assumptions used in connection therewith, (V) require the Company to prepare or provide any financial statements or other financial information (other than those financial statements (and any other financial information) from time to time filed by the Company with the SEC (and nothing in this Section 6.11(a) shall create or be implied to create any obligation to make any such filings or other readily available financial information), (VI) waive or amend any terms of this Agreement, (VII) require the Company or its Subsidiaries to take any action that, in the good faith determination of the Company or such Subsidiary would create a risk of damage or destruction to any property or assets of the Company or such Subsidiary, (VIII) require the Company or any of its Subsidiaries or any of their Representatives to deliver any legal opinions or reliance letters, (IX) file or furnish any reports or information with the SEC or change any fiscal period or accelerate the Company’s preparation of its SEC reports or financial statements, or (X) prepare or provide any (1) information regarding officers or directors prior to consummation of the Merger, executive compensation and related party disclosure or any Compensation Discussion and Analysis or information required by Item 302 (to the extent not so provided in SEC filings) or 402 of Regulation S-K under the Securities Act and any other information that would be required by Part III of Form 10-K (except to the extent previously filed with the SEC), (2) any description of all or any component of the Bank Debt Financing or other information customarily provided by the Financing Sources or their counsel, (3) risk factors relating to all or any component of the Bank Debt Financing, (4) information regarding affiliate transactions that may exist following consummation of the Merger, or (5) other information that is not available to the Company without undue effort or expense. The parties hereto agree that any information with respect to the prospects, projections and plans for the business and operations of the Company and its Subsidiaries in connection with the Financing will be the sole responsibility of Parent, and none of the Company, any of its Subsidiaries or any of their respective Representatives shall be required to provide any information or make any presentations with respect to capital structure, the incurrence of the Financing, other pro forma information relating thereto or the manner in which Parent intends to operate, or cause to be operated, the business of the Company or its Subsidiaries after the Closing. Nothing contained in this Section 6.11 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be a borrower, an issuer, a guarantor or other obligor with respect to the Debt Financing. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.11, represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower or any of their respective Affiliates with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower or any of their respective Affiliates or any other financing or other transactions be a condition to any of the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s obligations under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company will be deemed to be in compliance with this Section 6.11(a), and neither Parent nor any of its Affiliates shall allege that the Company is or has not been in compliance with this Section 6.11(a), unless Parent’s failure to obtain the Bank Debt Financing was due solely to a deliberate action or omission taken or omitted to be taken by the Company in material breach of its obligations under this Section 6.11(a).

Financing Cooperation. (a) Subject Prior to the other provisions of this Section 5.7Effective Time, the Company, the Company willSubsidiaries and the System Financing Entities shall, and will shall use their reasonable best efforts to cause its and its Subsidiaries’ officers and employees their Representatives to, at Parent’s sole expenseprovide all customary cooperation, cooperate in all reasonable respects with the efforts including provision of customary financial information, that is reasonably requested by Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees Sub in connection with any such financingthird-party debt financing obtained by Parent or Merger Sub for the purpose of financing the Merger and any transaction related thereto, (ii) incur any liability including the refinancing of any kind debt of Parent, Merger Sub, the Company, any Company Subsidiary or any System Financing Entity in connection therewith (or cause their respective Representatives to incur any liability it being understood that the receipt of any kind) in connection with such debt financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability a condition to the Company Merger); provided, however, that (i) no such cooperation shall be required under this Section 6.14(a) or any of its Subsidiaries upon termination of this Agreement, or (ivSection 6.14(b) take any action that to the extent it would (A) unreasonably interfere with disrupt the ongoing operations conduct of the Company’s business, (B) require the Company, the Company and its Subsidiaries or the System Financing Entities to incur any fees, expenses or other liability prior to the Initial MergerEffective Time for which it is not promptly reimbursed or simultaneously indemnified, (BC) cause any representation or warranty of the Company in this Agreement to be breachedbreached (unless such breach is waived by Parent and Merger Sub), (CD) cause any condition to Parent’s or Merger Sub’s obligation to consummate the Merger to fail to be satisfied or otherwise cause any breach of this Agreement by the Company (unless such failure or breach is waived by Parent and Merger Sub) or (E) be reasonably expected to cause any director, officer or employee of the Company, any Company Subsidiary or any of its Subsidiaries System Financing Entity to incur any material personal liability, liability and (Dii) conflict with except to the charterextent otherwise contemplated hereby, the bylaws (Company, the Company Subsidiaries and the System Financing Entities shall not be required under this Section 6.14(a) or Section 6.14(b) to execute any credit or security documentation or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention ofagreement, or amendment thereof, that could reasonably be expected to result is operative prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its SubsidiariesEffective Time.

Financing Cooperation. (a1) Subject to the other provisions of this Section 5.7, the The Company willshall, and will use reasonable best efforts to shall cause its Subsidiaries (and cause its and its Subsidiaries’ officers their respective affiliates and employees Representatives) to, at Parent’s sole expense, cooperate in provide all reasonable respects and timely cooperation requested by the Purchaser and/or the Parent in respect of any f inancing transaction (the Fi‡nancing t·he Purchaser and/or Parent undertakes in connection with the efforts refinancing R I W K H & R P , iSncluDdingQcoo\per¶atioVn in respeHct of[ prLesenVtatioWns or meetings held by or on behalf of the Purchase r and/or the Parent to arrange with debt financing L Q J F V R X U F H FVinancing SourcWes X X· X X XX HH UJ D U GW L K Q H J ‡W K any financing that Parent expects to use after request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the Closing. Parent shall give ongoing operations of th e Company , or unreasonably interfere with or hinder or delay the performance by the Company reasonable opportunity of its obligations hereunder; (i ii) the Company shall not be required to review and comment upon provide cooperation that involves any materials that include information about binding commitment by the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by Subsidiary which is not conditional on the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation completion of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger Arrangement and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement, or (; and ( iv) take any action that would (A) unreasonably interfere actions taken hereunder are in compliance with Section 4.1 . The Company acknowledges that, in connection with the ongoing operations of Financing, the Purchaser and/or the Parent may have confidential discussions concerning this Agreement or the Arrangement with the Financ ing Sources and their agents and advisors and that confidential or otherwise non -public information may be provided to the Financing Sources, and their agents and advisors, and the Company consents to the Purchaser, the Parent and their respective affiliat es and Representatives having such discussions and providing such information provided that such Financing Sources and their respective agents and advisors keep any applicable confidential information concerning the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty confidentia O L Q F O X G L Q J ‡ agreements and confidentiality provisions contained in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiariescustomary bank books and offering memoranda.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the The Company willshall and shall cause its Subsidiaries to, and will shall use its commercially reasonable best efforts to cause each of its and its Subsidiaries’ officers and employees Representatives to, at Parent’s sole expense, cooperate provide any reasonable cooperation reasonably requested by Parent in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared writing in connection with such financing(i) the arrangement of the Bank Debt Financing and any other debt financing expressly contemplated by the Bank Debt Commitment Letter, including senior unsecured notes and senior secured notes, and Parent (ii) subject to the requirements of Section 6.11(b), the payoff, redemption, defeasance, discharge or other satisfaction of the Existing Credit Agreement and the Existing Senior Notes on or subsequent to the Closing Date, in each case as is necessary, customary and reasonably requested in writing by Parent; provided that any notice of, or documentation with respect to, any such payoff, redemption or other satisfaction of existing indebtedness of the Company pursuant to this Section 6.11(a)(ii) shall include in provide that the obligation to repay, redeem or satisfy such materials comments reasonably proposed by indebtedness shall, as applicable, be subject to and is conditioned upon the Companyoccurrence of the Closing; provided, further, that such requested cooperation with respect to clauses (i) and (ii) of this Section 6.11(a) does not unreasonably or materially interfere with the ongoing operations of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, (A) neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with commitment or other similar fee, incur or reimburse any such financingcosts or expenses, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment or incur any other liability, indemnity or obligation in connection with such financing that is not conditioned on the occurrence of Bank Debt Financing or the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of cooperation required by this Agreement, or (ivSection 6.11(a) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries be effective prior to the Initial MergerClosing, (B) cause any representation or warranty in this Agreement to be breachedno director, (C) cause any directormanager, officer or employee or other Representative or equityholder of the Company or any of its Subsidiaries shall be required to incur execute, deliver, enter into, approve or perform any personal liabilityagreement, (Dcommitment, document, instrument or certificate or take any other action pursuant to this Section 6.11(a) conflict with to the charter, the bylaws (or similar organizational documents) of the Company or extent any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that such action could reasonably be expected to result prior in personal liability to such Representative or equityholder, (C) neither the Company nor any of its Subsidiaries (nor any of their respective boards of directors (or similar governing bodies) shall be required to adopt any resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, document, instrument or agreement in connection to the Initial Merger Bank Debt Financing or the incurrence of 56 indebtedness thereby or any cooperation required by this Section 6.11(a) and (D) no cooperation under this Section 6.11(a) shall (I) require the Company or any of its Subsidiaries to provide, or cause to be provided, any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party or is legally privileged or consists of attorney work product or could reasonably be expected to result in the loss of any applicable legal privilege, (II) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its organizational documents or any Laws or would reasonably be expected to result in (with or without notice, lapse of time, or both) a violation or breach of, or a default under, or give rise to any Contract right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit or privilege to which such Person is entitled under, any agreement to which the Company or any of its Subsidiaries is a party or (F) require result in the Company, prior to the Initial Merger, to provide access to creation or disclose information that the Company determines would jeopardize imposition of any attorney-client privilege Lien on any asset of the Company or any of its Subsidiaries, except any Lien that becomes effective only upon the Closing, (III) cause (or require the taking of any action that would cause) any representation or warranty in this Agreement to be breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement or require the Company to waive or amend any terms of this Agreement, (IV) require the Company to disclose any material, non-public information other than to recipients of such information that agree to confidentiality arrangements as contemplated under Section 6.11(b) and Section 6.4 or any adjustments or assumptions used in connection therewith, (V) require the Company to prepare or provide any financial statements or other financial information (other than those financial statements (and any other financial information) from time to time filed by the Company with the SEC (and nothing in this Section 6.11(a) shall create or be implied to create any obligation to make any such filings or other readily available financial information), (VI) waive or amend any terms of this Agreement, (VII) require the Company or its Subsidiaries to take any action that, in the good faith determination of the Company or such Subsidiary would create a risk of damage or destruction to any property or assets of the Company or such Subsidiary, (VIII) require the Company or any of its Subsidiaries or any of their Representatives to deliver any legal opinions or reliance letters, (IX) file or furnish any reports or information with the SEC or change any fiscal period or accelerate the Company’s preparation of its SEC reports or financial statements, or (X) prepare or provide any (1) information regarding officers or directors prior to consummation of the Merger, executive compensation and related party disclosure or any Compensation Discussion and Analysis or information required by Item 302 (to the extent not so provided in SEC filings) or 402 of Regulation S-K under the Securities Act and any other information that would be required by Part III of Form 10-K (except to the extent previously filed with the SEC), (2) any description of all or any component of the Bank Debt Financing or other information customarily provided by the Financing Sources or their counsel, (3) risk factors relating to all or any component of the Bank Debt Financing, (4) information regarding affiliate transactions that may exist following consummation of the Merger, or (5) other information that is not available to the Company without undue effort or expense. The parties hereto agree that any information with respect to the prospects, projections and plans for the business and operations of the Company and its Subsidiaries in connection with the Financing will be the sole responsibility of Parent, and none of the Company, any of its Subsidiaries or any of their respective Representatives shall be required to provide any information or make any presentations with respect to capital structure, the incurrence of the Financing, other pro forma information relating thereto or the manner in which Parent intends to operate, or cause to be operated, the business of the Company or its Subsidiaries after the Closing. Nothing contained in this Section 6.11 or 57 otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be a borrower, an issuer, a guarantor or other obligor with respect to the Debt Financing. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.11, represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower or any of their respective Affiliates with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower or any of their respective Affiliates or any other financing or other transactions be a condition to any of the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s obligations under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company will be deemed to be in compliance with this Section 6.11(a), and neither Parent nor any of its Affiliates shall allege that the Company is or has not been in compliance with this Section 6.11(a), unless Parent’s failure to obtain the Bank Debt Financing was due solely to a deliberate action or omission taken or omitted to be taken by the Company in material breach of its obligations under this Section 6.11(a).

Financing Cooperation. (a1) Subject The Company shall use commercially reasonable efforts to the other provisions of this Section 5.7, the Company will, provide and will to cause its Subsidiaries (and to use commercially reasonable best efforts to cause its and its Subsidiaries’ officers their Representatives and employees to, at Parent’s sole expense, cooperate the Non-Controlled Entities) to provide such customary and timely cooperation to the Purchaser and the Parent as the Purchaser and the Parent may reasonably request in all reasonable respects connection with the efforts of arrangements by the Purchaser and/or the Parent to arrange obtain the Debt Financing (provided that (i) such cooperation does not unreasonably interfere with the ongoing business operations of the Company, its Subsidiaries or the Non-Controlled Entities; (ii) other than any financing that Parent expects to use after the Closing. Parent shall give customary authorization letters described below, the Company reasonable opportunity shall not be required to review and comment upon any materials that include information about the Company execute or enter into, or cause any of its Subsidiaries prepared in connection with such financingor the Non-Controlled Entities to execute or enter into, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything any binding commitment or agreement which becomes effective prior to the contrary contained in this Agreement, neither Effective Time or which is not conditional on the Company nor any of its Subsidiaries shall be required prior to consummation completion of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger Arrangement and does not terminate without liability to the Company or any of Company, its Subsidiaries and the Non-Controlled Entities upon the termination of this Agreement; (iii) neither the Board nor any of the Company’s Subsidiaries' boards of directors (or equivalent bodies) shall be required to approve or adopt any financing or Contracts related thereto (or any alternative financing) that would take effect prior to, or are not otherwise contingent upon the occurrence of, the Effective Time (and no such directors that shall not be continuing directors shall be required to take such action); (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any directorno employee, officer or employee director of the Company or any of its Subsidiaries shall be required to incur take any action which would result in such Person incurring any personal liability, liability (Das opposed to liability in his or her capacity as an officer) conflict with the charter, the bylaws (or similar organizational documents) of the Company or respect to any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior matters related to the Initial Merger Debt Financing; and (v) any actions taken hereunder shall be, and shall be deemed to be, taken in a violation or breach ofcompliance with Section 4.1), or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries.including:

Financing Cooperation. (a) Subject Prior to the other provisions of this Section 5.7Closing, the Company willshall use its reasonable best efforts, and will shall use its reasonable best efforts to cause each of its Subsidiaries and its and its Subsidiaries’ officers and employees totheir respective Representatives to use their reasonable best efforts, at Parent’s sole expense, cooperate to provide all customary cooperation reasonably requested by Parent in all reasonable respects connection with the efforts arrangement of any debt financing obtained or to be obtained by Parent for the purpose of financing the Transactions or any transaction undertaken in connection therewith (the “Financing”), which cooperation shall include causing the management team of the Company, with appropriate seniority and expertise, to arrange participate in a reasonable number of meetings, presentations, due diligence sessions and sessions with lenders, investors, rating agencies and accountants, in each case in connection with the Financing and at times and locations mutually agreed and reasonably coordinated in advance (it being understood that any financing that Parent expects to use after such meetings, presentations and sessions may be by conference call or video conference). The foregoing notwithstanding, none of the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or Company, any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor or any of its Subsidiaries their respective Representatives shall be required prior to consummation Table of Contents take or permit the Initial Merger taking of any action pursuant to this Section 6.20 that: (i) pay would require the Company, its Subsidiaries or any fees Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, document, opinion, instrument or agreement or agree to any change or modification of any existing certificate, document, opinion, instrument or agreement, in connection with any such financingeach case that is effective prior to the Effective Time or that would be effective if the Closing does not occur, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breachedbreached by the Company or any of its Subsidiaries, (Ciii) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing prior to the Closing or have any obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (iv) would cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (Dv) would conflict with the charter, the bylaws (or similar organizational documents) Organizational Documents of the Company (including the Articles of Incorporation and Bylaws) or any of the its Subsidiaries of the Company or any Laws, (Evi) result in the contravention of, or that could would reasonably be expected to result prior to the Initial Merger in a material violation or breach ofof (with or without notice, lapse of time or a default both) under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or party, (Fvii) would require the Company, prior to the Initial Merger, its Subsidiaries or any of their respective Representatives to provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege, work product doctrine or other applicable privilege of the Company or any of its Subsidiaries (provided that the Company shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client, work product privilege or other applicable privilege), (viii) would require the Company or any of its Subsidiaries or any of their respective Representatives to prepare any financial statements that are not available to the Company and prepared in the ordinary course of its financial reporting practice, or (ix) would unreasonably interfere, in any material respect, with the ongoing operations of the Company or any of its Subsidiaries. Nothing contained in this Section 6.20 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Financing. Parent shall (A) promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiaries or their respective Representatives in connection with such cooperation and (B) indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing, any action taken by them at the request of Parent pursuant to this Section 6.20 and any information used in connection therewith, except in the case of the foregoing clauses (A) and (B), to the extent such costs or losses arise out of or result from (1) the willful misconduct, gross negligence or bad faith of the Company or the Company’s Subsidiaries or their respective Representatives or (2) the Willful Breach by the Company of its obligations under this Agreement.

Financing Cooperation. (a) Subject to Without the written consent of Purchaser the Company will not amend, modify or waive any provision of the Waiver or other provisions provision of this the Revolving Credit Facility in a manner, individually or in the aggregate, constituting a Purchaser Material Adverse Effect. If Purchaser seeks any alternative financing contemplated by Section 5.76.5 hereof (the “Alternative Financing”), the Company willshall cooperate promptly, and will use reasonable best efforts to shall cause its Subsidiaries to cooperate promptly, in each case, using commercially reasonable efforts, in connection with the arrangement of the Alternative Financing, as may be reasonably requested by Purchaser including by (i) participating in meetings (including lender meetings), presentations, due diligence and drafting sessions; (ii) furnishing Purchaser and its financing sources financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser to consummate the Alternative Financing at the time during the Company’s fiscal year such offerings will be made; (iii) cooperating with, in accordance with and subject to the limitations contained in Section 7.5, prospective lenders involved in the Alternative Financing to provide access to the Company’s and its Subsidiaries’ respective assets, cash management and accounting systems; and (iv) otherwise reasonably cooperating in Purchaser’s efforts to obtain the Alternative Financing (including requesting of the appropriate Persons, and using its good faith efforts to obtain, customary officers certificates and employees toother similar documents as may reasonably be requested by Purchaser); provided, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity shall not be required to review and comment upon any materials that include information about provide, or cause the Company or any of its Subsidiaries prepared in connection to provide, cooperation under this Section 5.3 that: (A) unreasonably interferes with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any ongoing business of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, Subsidiaries; (B) cause causes any representation or warranty in this Agreement to be breached, ; or (C) cause causes any director, officer condition set forth in Article VIII to fail to be satisfied or employee otherwise causes the breach of the Company this Agreement or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, breach prior to Closing of any Material Contract; and, provided, further, that the Initial Merger, effect of any such breach shall be excluded when determining if the conditions set forth in Section 8.2(a) and Section 8.2(b) are satisfied). In no event shall the Company be in breach of this Agreement because of the failure to provide access to deliver any financial or disclose other information that is not currently readily available to the Company determines would jeopardize any attorney-client privilege on the date hereof or is not otherwise prepared in the ordinary course of business of the Company at the time requested by Purchaser or for the failure to obtain any of comfort with respect to, or review of, any financial or other information by its Subsidiariesaccountants.

Financing Cooperation. (a) Subject Prior to the other provisions of this Section 5.7Effective Time, the Company willshall, and will shall use its reasonable best efforts to cause its and its Subsidiaries’ officers and employees Representatives to, at Parent’s sole expenseprovide all customary cooperation and all customary financial information, cooperate in all reasonable respects each case that is reasonably requested by Parent or Merger Sub in connection with the efforts of Parent to arrange any financing (the “Financing”) obtained by Parent or Merger Sub for the purpose of financing the Transactions or any transaction undertaken in connection therewith (it being understood that Parent expects the receipt of any such financing is not a condition to use after the Closing. Parent Merger); provided, however, that (A) no such cooperation shall give be required to the Company reasonable opportunity to review and comment upon any materials that include information about extent it would (i) unreasonably disrupt the conduct of the Company’s business or operations, (ii) require the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any fees, expenses or other liability of any kind) in connection with such financing if prior to the Initial Merger does Effective Time for which it is not take placepromptly reimbursed or simultaneously indemnified, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability be reasonably expected to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (Div) conflict with the charter, the bylaws (or similar organizational documents) of require the Company to waive or amend any terms of the Subsidiaries of this Agreement, (v) require the Company or to take any Laws, (E) result in the contravention of, or action that could would reasonably be expected to conflict with, or result prior to the Initial Merger in a any violation or breach of, or a default (with or without notice or lapse of time, or both) under, any Contract of their organizational documents or any major contract to which the Company or any of its Subsidiaries it is a party or party, (Fvi) require the Company, prior to the Initial Merger, Company to provide access to or disclose any information that the Company determines is prohibited or restricted by applicable Law or is legally privileged or that would jeopardize any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of Law or to allow for such access or disclosure to the maximum extent that does not result in a loss of any such legal privilege), or (vii) prevent the prompt and timely discharge in all material respects of the duties of any of directors or officers (or Persons occupying similar positions) of the Company; and (B) the Company and its Subsidiaries shall not be required to authorize or covenant to approve the Financing, execute any credit or security documentation or any other definitive agreement, or provide any indemnity prior to the Effective Time, or take any other action with respect to the Financing that is not contingent upon the occurrence of its Subsidiariesthe Effective Time.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the The Company will, and will its Subsidiaries shall use reasonable best efforts to cause its and its Subsidiaries’ officers and employees to, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financingprovide, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) provide, all cooperation that is reasonably necessary, customary or advisable and reasonably requested by Parent to assist Parent in connection with the consummation, arrangement, marketing and syndication of the Debt Financing or any replacement, amended, modified or alternative financing permitted by this Agreement (collectively with the Debt Financing, the “Available Financing”) (it being understood that the receipt of such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned a condition to the Merger); provided, however, that nothing in this Section 6.09 shall require such cooperation or other action on the occurrence part of the Initial Merger and does not terminate without liability Company, its Subsidiaries or their respective Representatives to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that extent it would (A) unreasonably interfere with disrupt the ongoing conduct of the business or operations of the Company or its Subsidiaries or (B) require the Company, any of its Subsidiaries or any of their respective Representatives to enter into any agreement, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any liability (other than out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below) or give any indemnities prior to the Effective Time. Subject to the foregoing proviso, cooperation shall include using reasonable best efforts to (i) prepare and furnish the Required Information, (ii) make available financial information and data derived from the historical books and records of the Company and its Subsidiaries that is (x) required to permit Parent to prepare the pro forma financial statements contemplated by paragraph 8 of Exhibit D of the Debt Commitment Letter as in effect as of the date hereof (provided that Parent shall be responsible for the preparation of any pro forma financial statements and pro forma adjustments giving effect to the transactions contemplated hereby for use in connection with the offering of the Available Financing, it being understood that the Company shall cooperate with Parent in the preparation of such pro forma information to the extent its cooperation relates to financial information and data derived from the Company’s historical books and records) or (y) pertinent and customary financial and other information (other than pro forma financial statements) as Parent shall reasonably request of the type and form that are customarily included in private placements of non-convertible debt securities pursuant to Rule 144A promulgated under the Securities Act (including information required by Regulation S-X and Regulation S-K under the Securities Act, (iii) participate, in each case upon reasonable notice, at agreed times and places, in a reasonable number of meetings (including one-on-one meetings or conference calls) with parties acting as agents or arrangers for, and prospective lenders of, the Available Financing for the transactions contemplated by this Agreement, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and to reasonably cooperate with the marketing or solicitation efforts of Parent and Merger Sub and their financing sources, in each case as reasonably requested by Parent and Merger Sub and reasonably required in connection with the Available Financing, (iv) as reasonably requested by Parent, assist Parent with the preparation of customary materials for rating agency presentations, marketing materials, offering memoranda and bank information memoranda (including with respect to presence of or absence of material non-public information relating to the Company and its Subsidiaries and the accuracy of the information relating to the Company and its Subsidiaries contained therein), lender presentations, offering documents, private placement memoranda, prospectuses and similar documents required in connection with the Available Financing, (v) reasonably facilitate the pledging of collateral, provided that no such pledging or related documents or agreements shall be effective prior to the Initial MergerEffective Time, (Bvi) cause any representation or warranty in this Agreement taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Available Financing (provided that no such action shall be breached, (C) cause any director, officer or employee required of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result Board prior to the Initial Effective Time), (vii) furnish Parent and any lenders involved with the Available Financing, with all documentation and other information required by any Governmental Authority with respect to such financing under applicable “know your customer” and anti-money laundering rules and regulations, (vii) assist in the preparation and execution of any customary credit agreements (or amendments thereto), pledge and security documents, guarantees, indentures, contribution agreements, management and services agreements, purchase agreements, and other customary definitive documentation relating to the Available Financing and (ix) in the case of the Required Information delivered in connection with the offering of any debt securities as part of the Available Financing contained in the offering memorandum and any marketing materials utilized as part of the portion of the Available Financing constituting debt securities, assist Parent and Merger Sub in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or obtaining customary comfort letters (Fincluding customary “negative assurance” comfort) require from the Company, prior ’s independent accountants and confirmation that such accountants are prepared to issue the Initial Merger, agreed upon form of comfort letters (by delivering drafts thereof) when customarily required to provide access to or disclose information that be delivered during the Company determines would jeopardize any attorney-client privilege of the Company or any of its SubsidiariesMarketing Period.

Financing Cooperation. (a) Subject Prior to the other provisions of this Section 5.7Closing Date, the Company willshall, and will shall use its commercially reasonable best efforts to cause its and Representatives to, provide all customary cooperation that is reasonably requested by the Parent in connection with any debt financing (the “Financing”) obtained by the Parent or any of its Subsidiaries for the purpose of financing the transactions contemplated hereby (it being understood that the receipt of any such financing is not a condition to the Merger); provided, however, that (i) no such cooperation shall be required to the extent it would (A) unreasonably disrupt the conduct of the Company’s or its Subsidiaries’ officers and employees tobusiness, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about (B) require the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any fees, expenses or other liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation Effective Time for which it is not promptly reimbursed or warranty in this Agreement to be breachedsimultaneously indemnified, (C) cause subject any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of require the Company to breach, waive or amend any terms of the Subsidiaries of the Company or any Lawsthis Agreement, (E) result in require the contravention ofCompany to provide any information that is prohibited or restricted by applicable Law or is legally privileged, or (F) require cooperation to the extent that could it would reasonably be expected to conflict with or violate any applicable Law or result prior to the Initial Merger in a violation or breach of, or a default under, any Contract (including a breach of any confidentiality obligation), (G) cause any condition to which the Closing set forth in Article VIII to not be satisfied, (H) require the directors of the Company or any of its Subsidiaries is a party Subsidiary to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Financing, (FI) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company its Subsidiaries or any of its Subsidiariesor their respective Representatives to make any representation to Parent, any of its Affiliates, in connection with the Financing, or any other Person with respect to any action under this Section 7.17, (J) to furnish any financial statements, audit reports or financial information other than to the extent such statements, reports or information are readily available to the Company, any of its Subsidiaries or any of their respective Representatives, (K) to furnish any legal opinions or (L) provide or assist in the preparation of any pro forma financial information and (ii) the Company and its Subsidiaries shall not be required to execute or perform any agreement, document or instrument, including any definitive financing agreement, with respect to the any Financing or provide any indemnity prior to the Effective Time.

Financing Cooperation. (a) Subject Prior to the other provisions earlier of the Effective Time and the End Date (or the earlier termination of this Section 5.7Agreement in accordance with its terms), the Company willshall, and will shall use its commercially reasonable best efforts to cause its and its Subsidiaries’ officers and employees Representatives to, use commercially reasonable efforts to provide all cooperation that is necessary, customary or advisable and reasonably requested by Parent to assist Parent, in each case at Parent’s sole expense, cooperate in all reasonable respects with the efforts arrangement of Parent to arrange any third party debt financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to transactions contemplated hereby (ithe “Financing”) pay any fees in connection with any (it being understood that the receipt of such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that Financing is not conditioned on a condition to the occurrence Merger); provided, however, that nothing herein shall require such cooperation to the extent it would (a) unreasonably disrupt the conduct of the Initial Merger and does not terminate without liability to the Company business or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial Merger, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any director, officer or employee of the Company or any of its Subsidiaries Representatives, (b) require the Company to pay any fees, reimburse any expenses (or agree or commit to pay any fees or reimburse any expenses) or otherwise incur any personal liabilityliability or give any indemnities prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified by Parent pursuant to this Section 5.16, (Dc) conflict with the charter, the bylaws (or similar organizational documents) of require the Company or to take any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or action that could would reasonably be expected to conflict with, or result prior to the Initial Merger in a any violation or breach of, or a default (with or without notice or lapse of time, or both) under, the Charter, the Bylaws, any Contract to which applicable Laws or any Company Material Contract, (d) encumber any of the assets of the Company or otherwise require that the Company act as an issuer, borrower, guarantor or other obligator with respect to any of its Subsidiaries is a party or (F) require the Company, Financing prior to the Initial MergerEffective Time, (e) take, or commit to take, any action to authorize or approve, or execute or deliver any agreement, certificate or other document related to the Financing unless the effectiveness of such authorization or approval or agreement, certificate or other document is expressly made contingent upon the occurrence of the Effective Time, (f) take any action that could subject any director, officer, employee, agent, manager, consultant, advisor or other Representative of the Company to any actual or potential personal liability, (g) provide any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments, or prepare any pro forma financial statements or other post-Closing financial information (provided, that upon the reasonable request of Parent, the Company shall reasonably assist Parent in Parent’s preparation of the foregoing), (h) provide access to or disclose information that the Company determines would in good faith could jeopardize any attorney-attorney client privilege of of, or conflict with any confidentiality obligations binding on, the Company or any of Affiliate of the Company (provided, that in such case the Company shall use commercially reasonable efforts to develop alternative arrangements to provide the substance of such information without creating such jeopardy or conflict), (i) deliver any financial or other information that is not currently reasonably available or prepared in the ordinary course of business of the Company at the time requested by Pxxxxx, (j) deliver any legal opinion or negative assurance letter or (k) waive or amend any terms of this Agreement. Such cooperation shall include, (i) at reasonable times and upon reasonable advanced notice, causing appropriate members of management of the Company to participate in a reasonable number of meetings, presentations and due diligence sessions (each of which shall be virtual or teleconference unless otherwise approved by the Company, which approval shall not be unreasonably withheld, conditioned or delayed) that are usual and customary for financings of the type similar to the Financing, (ii) providing reasonable and timely assistance with the preparation of materials for presentations, offering memoranda, prospectuses and similar documents required in connection with the Financing, and (iii) as promptly as reasonably practical, furnishing Parent and its Subsidiariesfinancing sources with any additional financial statements, schedules or other financial data relating to the Company reasonably requested by Parent as may be reasonably necessary to consummate the Financing, in each case subject to the proviso in the immediately preceding sentence.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.76.10(a), the Company will, shall and will use reasonable best efforts to shall cause its and its Subsidiaries’ officers and employees the Company Subsidiaries to, at Parent’s sole expense, reasonably cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation arrangement of the Initial Merger to (i) pay any fees in connection with any Financing as may be reasonably requested by Parent, provided that such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger requested cooperation does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company or the Company Subsidiaries. Such cooperation by the Company and the Company Subsidiaries shall include, at the reasonable request of Parent, (i) subject to the other limitations in this Section 6.11, agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the Persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Effective Time), (ii) subject to Section 6.02, (1) providing to the Lenders and other prospective lenders with respect to the Debt Financing financial and other information in the Company’s possession regarding the Company and the Company Subsidiaries in order to consummate the Debt Financing, (2) making the Company’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter, (3) providing reasonable assistance to Parent and the Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and similar customary documents reasonably required in connection with the Debt Financing, (4) participating in a reasonable number of presentations, due diligence sessions and sessions with rating agencies, in each case, upon reasonable notice and at mutually agreed times, (5) providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Debt Financing (provided, that the Company will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information and the cooperation by the Company shall relate solely to the financial information and data derived from the Company’s historical books and records), (6) reasonably facilitating the pledging of collateral in connection with the Debt Financing (provided that such pledge will not take effect until the Closing), including delivering original stock certificates and original stock powers (or, if any, similar documents for limited liability companies) to the extent required by the Debt Commitment Letter, (7) providing customary documentation and other information about the Company and the Company Subsidiaries required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, prior to the Initial MergerClosing Date (to the extent requested at least ten (10) calendar days prior to the Closing Date), (B8) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letter for any Debt Financing to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Company or any of the Subsidiary Guarantors, and (9) cause using commercially reasonable efforts to supplement the information covered by this Section 6.11(a) on a current basis if such supplement is reasonably necessary to ensure that such information, taken as a whole and when furnished, does not contain an untrue statement of a material fact or omit to state any representation or warranty material fact necessary to make such information not materially misleading. Notwithstanding anything in this Agreement to be breachedthe contrary, (C1) cause neither the Company nor any Company Subsidiary shall be required to pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to the Closing, (2) no director, manager, officer or employee of the Company or any of its Subsidiaries Company Subsidiary shall be required to incur deliver any personal liability, (D) conflict with the charter, the bylaws (certificate or similar organizational documents) of the Company or take any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected other action pursuant to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries.this

Financing Cooperation. (a) Subject Prior to the Closing, each of the Company, the Blocker Holder and Blocker agrees to, and shall cause the Company Subsidiaries and their respective Representatives to, use their respective commercially reasonable efforts to provide such cooperation and assistance to NAC for the private placement of equity securities of NAC or ParentCo or regarding any equity financing of NAC or ParentCo in connection with the Transaction, in each case, on terms and with counterparties satisfactory to the Company in its sole discretion (collectively, the “Financing”), as may be reasonably requested by NAC. Such assistance shall include the following: (a) timely delivery to NAC and its Representatives of financial statements and other provisions of this Section 5.7financial information regarding the Blocker Holder, Blocker, the Company willand the Company Subsidiaries reasonably requested by NAC; (b) taking any actions reasonably requested by NAC in order to satisfy on a timely basis any of the conditions precedent to obtaining the Financing, and will use reasonable best efforts to (c) cause its Representatives of the Company and its the Company Subsidiaries’ officers , in each case, with appropriate seniority and employees expertise, to, at Parent’s sole expenseupon reasonable advance notice by NAC, cooperate participate in all a reasonable respects with number of meetings and due diligence sessions regarding the efforts of Parent to arrange any financing Financing; provided, in each case, that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger requested cooperation does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior the Company Subsidiaries, (ii) under no circumstances shall the Blocker Holder, Blocker, the Company or any Company Subsidiary be required to (A) incur any costs, obligations or liabilities in connection with the Initial MergerFinancing, (B) cause take any representation action that would reasonably be expected to conflict with or warranty in this Agreement to be breachedviolate the Organizational Documents of the Company or any Company Subsidiary or applicable Law, (C) cause require any director, officer or employee of manager to take any action or enter into agreement related to the Company or any of its Subsidiaries to incur any personal liability, (D) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result Financing in the contravention of, or that could reasonably be expected to result such capacity prior to the Initial Closing that is not contingent on the Closing and (iii) NAC, ParentCo, Merger in a violation or breach ofSub LLC, or a default underand Merger Sub Corp, any Contract to which shall jointly and severally indemnify, defend and hold harmless the Blocker Holder, Blocker, the Company or any of its Subsidiaries is a party or (F) require the Company, prior to the Initial Merger, to provide access to or disclose information that and the Company determines would jeopardize Subsidiaries from and against any attorney-client privilege of and all losses suffered or incurred by them in connection with the Company or any of its Subsidiaries.Financing. 55

Financing Cooperation. (a) Subject to Section 6.11(a) and the other remaining provisions of this Section 5.76.12, prior to the Merger Closing, the Company will, shall and will use reasonable best efforts to shall cause its and its Subsidiaries’ officers and employees Subsidiaries to, at Parent’s sole expense, reasonably cooperate in all reasonable respects connection with the arrangement of the Debt Financing or any Alternative Financing, which cooperation by the Company shall consist of, at the reasonable request of Parent, (i) furnishing Parent and Merger Sub and their Financing Sources with customary financial information (including the information required by paragraphs 4 and 5 of Exhibit E of the Debt Commitment Letter) regarding the Company as reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in offering memoranda for private placements under Rule 144A of the Securities Act (and with such exceptions as is customary for an offering under Rule 144A of the Securities Act, including without limitation, no need (A) to comply with Rules 3-09, 3-10 and 3-16 of Regulation S-X or otherwise provide separate financial statements of any Subsidiary and (B) to include Compensation Discussion and Analysis required by Regulation S-K Item 402(b)) and in form and substance reasonably necessary for the Financing Sources to receive customary accountants’ comfort letters, to consummate the offerings of any debt securities contemplated by the Debt Commitment Letter and of the type customary for one or more confidential information memoranda in connection with the Debt Financing (all such information required to be delivered or prepared pursuant to this Section 6.12(a)(i), together with any replacements or restatements thereof, if any such information would be unusable under customary practices for such purposes, the “Required Financial Information”); provided, that such information shall not include, and Parent shall be solely responsible for, the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information and provided further, that in no case shall the Required Financial Information be required to include financial statements of the Company or any of its subsidiaries other than as set forth in paragraph 4 of Exhibit E of the Debt Commitment Letter, (ii) using reasonable efforts to cause its senior officers to be available, during normal business hours and upon reasonable advance notice, to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies in connection with the Debt Financing, and using commercially reasonable efforts to facilitate such contact, (iii) assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents customarily required in connection with debt financings, (iv) executing and delivering customary definitive financing documents to be effective no earlier than, and conditioned on the occurrence of, the Effective Time, (v) furnishing Parent with reasonable documents or other information required by bank regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011, as well as applicable regulations of the Office of Foreign Assets Control (OFAC), the Foreign Corrupt Practices Act of 1977 and the Investment Company Act of 1940, in each case, at least 10 Business Days prior to the Merger Closing, (vi) using reasonable efforts to assist Parent in obtaining accountants’ comfort letters, including customary negative assurance from one or more of the Company’s independent accountants on customary terms and consistent with the accountants customary practice and cooperate with Parent’s legal counsel in connection with any legal opinions that such legal counsel may be required to give in connection with the Debt Financing, (vii) agreeing to enter into such agreements, including customary pay-off letters and perfection certificates, and using its reasonable efforts to (A) deliver such officer’s certificates (including solvency certificates) and lien releases, if any, as are customary in financings of such type and (B) otherwise grant, and provide customary materials that facilitate the perfection or enforcement of, liens on, the assets of the Company or any of its Subsidiaries pursuant to such agreements as may be reasonably requested (including using such reasonable best efforts to provide original copies of all certificated securities (with transfer powers executed in blank), control agreement, surveys, title insurance and mortgages), provided that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time, (viii) cooperating with the marketing efforts of Parent and its Financing Sources for all or any portion of the Debt Financing or any Alternative Financing, (ix) providing requested authorization letters to arrange any financing that Parent expects the Financing Sources (including with respect to use after the Closing. Parent shall give absence of material non-public information about the Company and its Subsidiaries and their securities in the public-side version of documents distributed to prospective lenders) (x) cooperating with the Financing Sources’ customary securities underwriting and secured lending due diligence investigation, to the extent customary and reasonable and (xi) using commercially reasonably efforts to procure prior to or concurrent with the launch of syndication, at the Company’s expense, ratings (but not specific ratings) for the Debt Financing from each of Standard & Poor’s Ratings Services (“S&P”) and Xxxxx’x Investor Services, Inc. (“Moody’s”), and a public corporate credit rating and a public corporate family rating (but not specific ratings in either case) in respect of Parent after giving effect to the transactions contemplated in the Debt Commitment Letters from each of S&P and Moody’s, respectively. The Company shall be given reasonable opportunity to review and comment upon any private placement memoranda or similar documents, or any materials for rating agencies, that include information about the Company or any of its Subsidiaries prepared in connection with such financingthe Debt Financing, and Parent shall include in such materials memoranda, documents and other materials, comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (iA) pay any fees in connection with any such financingcommitment or other similar fee, (iiB) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if prior to the Initial Merger does not take placeEffective Time, (iiiC) other than with respect to authorization letters referred to above, enter into any binding agreement or commitment in connection with such financing the Debt Financing (or any Alternative Financing) that is not conditioned on the occurrence of the Initial Merger Effective Time and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (ivD) take any action that would (A1) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Initial MergerSubsidiaries, (B2) cause any representation or warranty in this Agreement to be breached, (C3) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (D4) conflict with the charterCharter, the bylaws Bylaws (or similar organizational documents) documents of the Company or any of the Subsidiaries of the Company Company) or any Laws, (E5) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract contract to which the Company or any of its Subsidiaries is a party or party, (F6) require the Company, prior to the Initial Merger, Company to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its SubsidiariesSubsidiaries or (7) require the Company to prepare separate financial statements for any Subsidiary of the Company or change any fiscal period.

Financing Cooperation. (a) Subject to Upon the other provisions request of this Section 5.7Parent, the Company will, and will OUTD shall use its commercially reasonable best efforts to cause its and its Subsidiaries’ officers and employees to, at Parent’s sole expense, cooperate in all provide reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared in connection with such financing, and Parent shall include in such materials comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees cooperation in connection with any such financingof Parent’s efforts to arrange and consummate any amendment to, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) replacement or supplement of, Parent’s credit facilities in connection with the Transaction; provided that such financing if the Initial Merger cooperation does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that would (A) unreasonably interfere with the ongoing operations of the Company OUTD and its Subsidiaries prior Subsidiaries. Anything in this Section 6.15 to the Initial Mergercontrary notwithstanding, until the Effective Time occurs, neither OUTD nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (Bii) cause enter into any representation definitive agreement or warranty in this Agreement have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to be breachedthe Parent credit facilities, (Ciii) cause unless promptly reimbursed by Parent, be required to incur any director, officer other expenses in connection with the Parent credit facilities or employee (iv) be required to take any action in his/her capacity as a director of the Company OUTD or any of its Subsidiaries with respect to incur any personal liabilityParent’s credit facilities. Parent shall promptly, upon request by OUTD, reimburse OUTD for all reasonable and documented out of pocket costs (Dincluding reasonable attorneys’ fees) conflict with the charter, the bylaws (or similar organizational documents) of the Company or any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company incurred by OUTD or any of its Subsidiaries is a party or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 6.15, and shall indemnify and hold harmless OUTD, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of any amendment to, or replacement or supplement of, Parent’s credit facilities, and any information used in connection therewith (F) require the Company, prior to the Initial Merger, to provide access to or disclose other than information that the Company determines would jeopardize any attorney-client privilege of the Company provided by OUTD or any of its Subsidiaries) and all other actions taken by OUTD, its Subsidiaries and their respective Representatives pursuant to this Section 6.15.

Financing Cooperation. (a) Subject The Company agrees to the other provisions of this Section 5.7, the Company will(and to cause its subsidiaries, and will use commercially reasonable best efforts to cause its and its Subsidiaries’ officers and employees to, at Parent’s sole expense, cooperate in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company Joint Ventures, to) use commercially reasonable opportunity efforts to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared cooperate with Parent in connection with such financing, (x) those activities set forth on Schedule 6.22 of the Company Disclosure Letter; and Parent shall include in such materials comments reasonably proposed by (y) financing activities with respect to the Company. Notwithstanding anything to the contrary contained in this Agreement, neither its subsidiaries or the Company nor any of its Subsidiaries Joint Ventures that will occur at or after the Closing and are reasonably requested by Parent; provided, (1) no such cooperation shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with any such financing, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment in connection with such financing that is not conditioned on the occurrence of the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of this Agreement, or (iv) take any action that extent it would (A) unreasonably interfere with contravene the ongoing operations organizational documents of the Company, its subsidiaries or any Company and its Subsidiaries prior to the Initial MergerJoint Venture or any applicable Laws, (B) cause any representation or warranty in this Agreement to be breachedbreach a Company Material Contract, (C) cause any director, officer officer, employee or employee stockholder of the Company, any of its subsidiaries or any of the Company or any of its Subsidiaries Joint Ventures to incur any personal liability, (D) conflict require the Company, its subsidiaries or any Company Joint Venture to prepare any financial statements or information that are not reasonably available to the Company, its subsidiaries and the Company Joint Ventures and prepared in the ordinary course of their financial reporting practices, or prepare any pro forma financial information or post-Closing financial information; provided, the Company will (and will cause its subsidiaries and the Company Joint Ventures to) use commercially reasonable efforts to provide information reasonably available to the Company, its subsidiaries and the Company Joint Ventures and requested by an investor or potential investor, or (E) unreasonably interfere with the charterbusiness or operations of the Company, its subsidiaries and the bylaws Company Joint Ventures, (2) Parent shall have no authority to bind the Company, any of its subsidiaries or similar organizational documentsany Company Joint Venture, (3) none of the Company, any of its subsidiaries or any Company Joint Venture shall be required to pay any fee or incur any other liability or obligation in connection with such cooperation or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any fee or make any other payment or agree to provide any indemnity in connection with such cooperation prior to the Effective Time (other than those costs and expenses incurred in connection with the Company’s cooperation pursuant to this Section 6.22 that Parent must reimburse upon request of the Company), (4) none of the Company, its subsidiaries or the Company Joint Ventures or their respective officers, directors (with respect to the Company’s subsidiaries or Company Joint Ventures) or employees shall be required to execute or enter into or perform any agreement with respect to such cooperation that is not contingent upon the Closing or that would be effective any earlier than the Closing (other than, to the extent reasonably requested by Parent, executing or entering into or performing any agreement with respect to one or more of the transactions set forth on Schedule 6.22 of the Company Disclosure Letter prior to the Effective Time (provided, that, the terms and timeline of any such transaction must be commercially reasonable (which determination shall be made by the Company in its sole discretion until immediately prior to the Effective Time) and (5) no directors of the Company shall be required to approve, execute, enter into or perform any agreement or instrument (or otherwise take any other action) with respect to such cooperation. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of its subsidiaries or any of the Subsidiaries Company Joint Ventures or any of their respective Representatives pursuant to this Section 6.22. Parent (i) shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including (x) reasonable outside attorneys’ fees and (y) fees and expenses of the accounting firms of the Company, its subsidiaries and the Company Joint Ventures, in each case, incurred in connection with such cooperation) to the extent incurred by the Company, any of its subsidiaries or any of the Company Joint Ventures or their respective Representatives in connection with such cooperation or other action taken under this Section 6.22 or in connection with any Laws, information utilized in connection therewith and (Eii) result in the contravention of, or that could reasonably be expected to result prior to the Initial Merger in a violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party or (F) require shall indemnify and hold harmless the Company, prior to the Initial Merger, to provide access to or disclose information that its subsidiaries and the Company determines would jeopardize Joint Ventures and their respective Representatives from and against any attorney-client privilege of the Company and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred by them in connection with any of its Subsidiariessuch cooperation or other action taken under this Section 6.22 or in connection with any information utilized in connection therewith.

Financing Cooperation. (a) Subject to the other provisions of this Section 5.7, the The Company willshall and shall cause its Subsidiaries to, and will shall use its commercially reasonable best efforts to cause each of its and its Subsidiaries’ officers and employees Representatives to, at Parent’s sole expense, cooperate provide any reasonable cooperation reasonably requested by Parent in all reasonable respects with the efforts of Parent to arrange any financing that Parent expects to use after the Closing. Parent shall give the Company reasonable opportunity to review and comment upon any materials that include information about the Company or any of its Subsidiaries prepared writing in connection with such financing(i) the arrangement of the Bank Debt Financing and any other debt financing expressly contemplated by the Bank Debt Commitment Letter, including senior unsecured notes and senior secured notes, and Parent (ii) subject to the requirements of Section 6.11(b), the payoff, redemption, defeasance, discharge or other satisfaction of the Existing Credit Agreement and the Existing Senior Notes on or subsequent to the Closing Date, in each case as is necessary, customary and reasonably requested in writing by Parent; provided that any notice of, or documentation with respect to, any such payoff, redemption or other satisfaction of existing indebtedness of the Company pursuant to this Section 6.11(a)(ii) shall include in provide that the obligation to repay, redeem or satisfy such materials comments reasonably proposed by indebtedness shall, as applicable, be subject to and is conditioned upon the Companyoccurrence of the Closing; provided, further, that such requested cooperation with respect to clauses (i) and (ii) of this Section 6.11(a) does not unreasonably or materially interfere with the ongoing operations of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, (A) neither the Company nor any of its Subsidiaries shall be required prior to consummation of the Initial Merger to (i) pay any fees in connection with commitment or other similar fee, incur or reimburse any such financingcosts or expenses, (ii) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) in connection with such financing if the Initial Merger does not take place, (iii) enter into any binding agreement or commitment or incur any other liability, indemnity or obligation in connection with such financing that is not conditioned on the occurrence of Bank Debt Financing or the Initial Merger and does not terminate without liability to the Company or any of its Subsidiaries upon termination of cooperation required by this Agreement, or (ivSection 6.11(a) take any action that would (A) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries be effective prior to the Initial MergerClosing, (B) cause any representation or warranty in this Agreement to be breachedno director, (C) cause any directormanager, officer or employee or other Representative or equityholder of the Company or any of its Subsidiaries shall be required to incur execute, deliver, enter into, approve or perform any personal liabilityagreement, (Dcommitment, document, instrument or certificate or take any other action pursuant to this Section 6.11(a) conflict with to the charter, the bylaws (or similar organizational documents) of the Company or extent any of the Subsidiaries of the Company or any Laws, (E) result in the contravention of, or that such action could reasonably be expected to result prior in personal liability to such Representative or equityholder, (C) neither the Company nor any of its Subsidiaries (nor any of their respective boards of directors (or similar governing bodies) shall be required to adopt any resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, document, instrument or agreement in connection to the Initial Merger Bank Debt Financing or the incurrence of 56 indebtedness thereby or any cooperation required by this Section 6.11(a) and (D) no cooperation under this Section 6.11(a) shall (I) require the Company or any of its Subsidiaries to provide, or cause to be provided, any information the disclosure of which is prohibited or restricted under applicable Law or any binding agreement with a third party or is legally privileged or consists of attorney work product or could reasonably be expected to result in the loss of any applicable legal privilege, (II) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its organizational documents or any Laws or would reasonably be expected to result in (with or without notice, lapse of time, or both) a violation or breach of, or a default under, or give rise to any Contract right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit or privilege to which such Person is entitled under, any agreement to which the Company or any of its Subsidiaries is a party or (F) require result in the Company, prior to the Initial Merger, to provide access to creation or disclose information that the Company determines would jeopardize imposition of any attorney-client privilege Lien on any asset of the Company or any of its Subsidiaries., except any Lien that becomes effective only upon the Closing, (III) cause (or require the taking of any action that would cause) any representation or warranty in this Agreement to be breached or cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement or require the Company to waive or amend any terms of this Agreement,