Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. (a) To assist Parent in its financing efforts, the Company agrees to use its commercially reasonable efforts to cooperate with any Offering as may be reasonably requested by Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the arrangement of the Financing, including, in each case (subject in each case to Section 6.05(b) below), by (i)(A) preparing and providing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including (x) audited consolidated annual financial statements of the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company at least ten days prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such document or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources and any Underwriters.

Financing Cooperation. (a) To assist Parent in its financing effortsParent, the Company agrees to REIT Merger Sub and Partnership Merger Sub shall use its commercially reasonable best efforts to cooperate with any Offering as may take, or cause to be reasonably requested by Parent taken, all actions and do, or with the arrangement of the Financing as may cause to be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the arrangement of the Financing, including, in each case (subject in each case to Section 6.05(b) below), by (i)(A) preparing and providing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”)done, as promptly as reasonably practicable after possible, all things necessary, proper or advisable to consummate and obtain at or prior to the Closing the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter or, if Parent determines that such Debt Financing will not be so obtained, Financing from alternative sources in an amount sufficient, together with funds otherwise available to Parent’s written request therefor, customary to fund the REIT Merger Consideration, Partnership Merger Consideration and reasonably available financial Share Awards required at the Closing on terms not materially less favorable to Parent than set forth in the Debt Commitment Letter (the “Alternate Financing”), including using reasonable best efforts to (i) negotiate and other information enter into definitive agreements with respect to the Company Debt Financing on the terms and each subject only to the conditions contained in the Debt Commitment Letter (including, to the extent required, the full exercise of its Subsidiaries any “flex” provisions contained in the Redacted Fee Letter) or the Alternate Financing (the “Financing Agreements”), (ii) satisfy on a timely basis all conditions applicable to Parent, REIT Merger Sub or Partnership Merger set forth in the Debt Commitment Letter (or any replacement commitment letter for an Alternate Financing) and the transactions contemplated hereby Financing Agreements and by the Financingcomply with their obligation thereunder, including (x) audited consolidated annual financial statements of the Company and (yiii) unaudited interim consolidated financial statements of prepare the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Debt Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Alternate Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings . Parent shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters promptly deliver to the Company at least ten days prior to the date true and complete copies of the Closing, any commitment letter (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such document or agreement will take effect on or prior to the Closingincluding Redacted Fee Letters) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources and similar documents relating to any UnderwritersAlternate Financing.

Financing Cooperation. (a) To assist Parent in its financing effortsPrior to the Closing, the Company agrees to shall use its commercially reasonable best efforts to cooperate cooperate, and to cause its Subsidiaries to cooperate, with Parent and Sub in connection with Parent and Sub obtaining the Financing, including (i) furnishing financial and other pertinent information relating to the Company and its business (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of the Parent and the Company customary for such financing or any Offering prospectus or offering memorandum or otherwise reasonably necessary for the completion of the Financing by the Financing Sources) to Parent, Sub and the Financing Sources to the extent reasonably requested by the Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing and in advance of the Marketing Period, (ii) without limiting the generality of the preceding clause (i), furnishing promptly such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or to consummate the Financing, including, without limitation, information of the type required by Regulation S-X and Regulation S-K under the Securities Act (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act and in any event the information regarding the Company and its Subsidiaries required to be delivered pursuant to paragraphs vi and ix of Annex III to the Commitment Letter (the information described in this clause (ii), the “Required Company Financing Information”), (iii) prior to and during the Marketing Period, participating in a reasonable number of meetings (including customary one-on-one meetings with the arrangement parties acting as lead arrangers or agents for, and prospective lenders and purchasers with respect to, the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, roadshows, due diligence sessions, drafting sessions (including accounting due diligence sessions) and sessions with rating agencies in connection with the Financing, (iv) prior to the Marketing Period, assisting with the preparation of (A) any customary offering documents or memoranda, bank information memoranda, prospectuses and similar documents and (B) materials for rating agency presentations and bank information memoranda and similar documents required in connection with the Financing, (v) cooperating with the marketing efforts for any of the Financing, (vi) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Affiliates to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates, accountants’ comfort letters (and consents of accountants for use of their reports in any materials relating to the Financing and in connection with any filings required to be made by Parent pursuant to the Securities Act or the Exchange Act where the Financial Statements or any of the other Required Company Financing Information is included or incorporated by reference), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by the Parent and is as necessary and customary for financings of the type contemplated in connection with the arrangement of the Financing, including, in each case (subject in each case to Section 6.05(bvii) below), by (i)(AA) preparing and providing to Parent, its Financing Sources and the underwriters executing customary perfection certificates required in connection with the Offering Financing, (an “Underwriter”)B) obtaining pay-off letters and lien releases and instruments of discharge required to be delivered under the Commitment Letter and (C) obtaining guarantees, pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts and blocked account agreements in connection with the foregoing and executing and delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as promptly may be reasonably requested by Parent, consistent with the terms of this Agreement and the Commitment Letter, to obtain and perfect security interests in assets of the Company and its Subsidiaries that are intended to constitute collateral securing the Financing or otherwise facilitating the obtaining of guarantees, pledging of collateral from and after the Closing as may be reasonably practicable after requested by Parent’s written request therefor; provided, customary that any obligations contained in all such agreements and documents shall be executed and effective no earlier than the Closing, (viii) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities, (ix) reasonably available financial cooperating with the Financing Sources’ due diligence, providing all documentation and other information with respect to about the Company and each of its Subsidiaries and the transactions contemplated hereby and as is reasonably requested in writing by the Financing, including (x) audited consolidated annual financial statements of the Company and (y) unaudited interim consolidated financial statements of the Company (Parent which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports is in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access and relates to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under including without limitation the USA Patriot PATRIOT Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for(x) taking all corporate actions, or lenders under, the Financing or the Underwriters subject to the Company at least ten days prior to the date occurrence of the Closing, (vi) providing reasonable facilitation (through providing and executing customary necessary to permit the consummation of the Financing including entering into one or more credit agreements, documents indentures or certificatesother instruments on terms reasonably satisfactory to Parent in connection with the Financing as of or immediately after the Effective Time to the extent direct borrowings or debt incurrence (or any guarantees thereof) by the Company is contemplated in the Financing; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the pledge Company or its Subsidiaries; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Effective Time and perfection no personal liability shall be imposed on the officers or employees involved. Neither the Company nor any of liens its Subsidiaries shall be required to take any action that would subject it to actual or potential liability prior to the Effective Time, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all documented and security interests reasonable out-of-pocket costs incurred by the Company or its Subsidiaries in connection with this Section 6.12. The Company hereby consents to the reasonable use of the Company’s and its Subsidiaries’ logos in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such document or agreement will take effect on or prior other customary terms and conditions as the Company shall reasonably impose. For the avoidance of doubt and notwithstanding anything to the Closing) contrary above in this Section 6.12, Parent acknowledges and (vii) otherwise providing cooperation agrees that is customary the obligations of Parent and reasonable in connection with Sub to consummate the marketing efforts Merger and the other transactions contemplated by this Agreement are not conditioned upon the availability or consummation of Parent, the Financing Sources and or receipt of proceeds therefrom but, in any Underwritersevent, without limiting the Company’s obligations under this Agreement, including this Section 6.12.

Financing Cooperation. (a) To assist Parent in its financing effortsPrior to the Acceptance Time, the Company agrees to shall, and shall use its commercially reasonable best efforts to cooperate with any Offering cause its officers, employees, consultants and advisors, including legal and accounting advisors, to, provide to Parent such cooperation as may be reasonably requested by Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with obtaining the arrangement of the Debt Financing, including, in each case (subject in each case to Section 6.05(bi) below), by (i)(A) preparing making senior management and providing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including (x) audited consolidated annual financial statements advisors of the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), available to participate in a reasonable number of meetings meetings, presentations, and presentations (whichdue diligence sessions with proposed lenders or placement agents, and in sessions with rating agencies, in each case at such times as coordinated reasonably in advance thereof, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, financial projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the future performance of the business of the Company to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral (provided that, in each case, to the extent provided in clause (iii) of the first sentence of Section 6.14(b), such documents shall be subject to the Closing and shall only be effective at or after the Effective Time), (iv) requesting and cooperating in obtaining customary lien terminations and instruments of discharge (the effectiveness of which shall be subject to the Closing and the occurrence of the Effective Time), relating to any indebtedness of the Company (it being understood and agreed that the Company’s discretion, may be obligations to provide payoff letters in respect of the form of virtual meetings, video calls or conference calls and shall be during normal business hoursExisting Loan Agreement are as set forth in Section 6.14(c) in the preparation of offering documents for the Financing or the Offeringbelow), (v) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company, (vi) assisting with due diligence activities relating to the Company’s financial and other information during normal business hours upon reasonable advance notice, (vii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company reasonably requested by Parent as promptly as practicable following such request (it being agreed that the fiscal year 2013 audited financial statements described in the immediately following clause (1) shall be furnished as soon as they become available and in any event no later than 75 days after December 31, 2013), including (1) the Company’s fiscal year 2013, 2012 and 2011 audited financial statements and (2) the Company unaudited consolidated balance sheets and related statements of income and cash flows for each fiscal quarter ended after the close of its fiscal year 2013 and at least 40 days prior to the Closing Date (viii) taking all actions reasonably requested to (A) permit the prospective lenders and placement agents involved in the Debt Financing to evaluate the Company’s assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (ix) providing at least four (4) Business Days prior to the date of the Closing with Acceptance Time all customary documentation and other information under about the Company required by applicable “know your customer” and anti-money laundering rules and regulations and under including the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company extent requested at least ten eight (8) calendar days prior to the date anticipated Acceptance Time and (x) subject to the occurrence of the ClosingAcceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company, (vi2) providing reasonable facilitation delivery of (through providing and executing customary agreementsA) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, documents or certificates(C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the pledge applicable fiscal quarter, unless, except in the case of clauses (A) and perfection (C), such information is earlier reasonably available to the Company and reasonably requested by Parent, or (3) the taking of liens any action that would conflict with or violate (x) the Company’ Certificate of Incorporation or Bylaws, in each case that are not contingent upon the earlier of the Acceptance Time and security interests the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its logos in connection with the Debt Financing, as may be reasonably requested by Parent (; provided that no obligation under any such document or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company or any of its logos and on such other customary terms and reasonable conditions as the Company shall reasonably impose, and Parent and its representatives shall cease all such use on the date of termination of this Agreement in connection the event that this Agreement is terminated in accordance with the marketing efforts of Parent, the Financing Sources and any UnderwritersSection 8.01.

Financing Cooperation. (a) To assist Parent in its financing effortsPrior to the Closing, the Company agrees to shall and shall cause its Subsidiaries to, cause their respective officers and employees and use its commercially reasonable efforts to cause their respective advisors, including legal and accounting advisers, to cooperate with any Offering as may be reasonably requested by the Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the arrangement of the Debt Financing to the extent customary and reasonably requested by the Parent, including using commercially reasonable efforts to (i) furnish the Parent and its financing sources (including the Financing Sources) as promptly as reasonably practicable following the Parent’s request, with information (other than financial information, which is covered by clause (ii) below) regarding the Company Parties (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company Parties) customary for the arrangement of loans contemplated by the Debt Financing, includingto the extent reasonably available to the Company and reasonably requested in writing by the Parent to assist in preparation of customary information documents or lender presentations (as applicable) relating to such arrangement of loans, and including all information and data that is reasonably necessary to satisfy the conditions set forth in each case the Commitment Letter (subject in each case to Section 6.05(bother than financial information, which is covered by clause (ii) below) (collectively, the “Marketing Material”), by (i)(Aii) preparing furnish to the Parent and providing to Parent, its financing sources (including the Financing Sources and the underwriters in connection with the Offering (an “Underwriter”Sources), as promptly as reasonably practicable after Parent’s written request thereforpracticable, customary all financial statements, pro forma financial statements and other financial data and financial information of the Company Parties, in each case, to the extent reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and reasonably requested by the FinancingParent to the extent required under the Commitment Letter to consummate the Debt Financing at the time the Debt Financing is to be consummated, including (xA) audited consolidated annual financial statements all information and data that is reasonably necessary to satisfy the conditions set forth in paragraphs 5 and 6 of Exhibit C to the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) Commitment Letter and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company audited, interim and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma other financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required customary information to be included in a Registration Statement on Form S-3 under bank information memorandum or customary offering memorandum, or as otherwise required in connection with the 1933 Act or reasonably and customarily required financings contemplated by the Financing Sources or Underwriters to be included in any offering documents; providedCommitment Letter (the information, that notwithstanding anything to the contrary in this Section 6.05data, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) financial statements, pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, business and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial data and financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, referred to in this clause (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate ), together with the authorization letters referred to in clause (xii) below, shall constitute the “Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurancesInformation”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing), (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion cause senior management of the Financing or the Offering, including Company to participate at reasonable access to documents times and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist upon reasonable notice in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and presentations (whichprospective lenders and purchasers of the Debt Financing, in the Company’s discretiondrafting sessions, may be in the form of virtual meetingspresentations, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hoursdue diligence sessions, (iv) upon reasonable advance notice reasonably assist the Parent and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) Financing Sources in the preparation of bank information memoranda, offering memoranda, private placement memoranda and similar documents for any portion of the Financing or the OfferingDebt Financing, (v) furnishing Parent at least four Business Days prior obtain title insurance surveys, comfort letters and legal opinions reasonably requested by the Parent, furnish to the date of Parent and the Closing with all customary Financing Sources such documentation and other information regarding the business of the Company Parties required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations and under necessary to satisfy the USA Patriot Act condition set forth in paragraph 7 of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters Exhibit C to the Company at least ten days prior to the date of the ClosingCommitment Letter, (vi) providing reasonable facilitation deliver any customary credit agreements and pledge and security documents and otherwise reasonably facilitate the granting of a security interest (through providing and executing customary agreementsperfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates, customary closing certificates (including a solvency certificate) of the pledge and perfection of liens and security interests in connection with the Financing, documents as may be reasonably requested by the Parent (provided that no obligation of any Company Party under any such agreement or other financing document or agreement will take effect on or prior shall be effective until the Effective Time), (vii) obtain customary authorization letters with respect to the bank information memoranda (including, without limitation, customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders) and consents of accountants to the use of their reports in any materials relating to the Debt Financing, (viii) reasonably assist in (A) the preparation and execution of one or more credit agreements, purchase agreements, currency or interest hedging agreements or (B) the amendment of any of the Company Parties’ currency or interest hedging agreements, in each case, on terms that are reasonably requested by the Parent in connection with the Debt Financing, (ix) cooperate reasonably with the due diligence of the Financing Sources to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company Parties, (x) take such actions as are reasonably requested by the Parent or the Financing Sources to facilitate the satisfaction of all conditions precedent to obtaining the Debt Financing set forth in the Commitment Letter to the extent within the control of the Company Parties (including (A) delivery to the Parent of the stock certificates of the Company Parties, if any, and (B) corporate actions to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company at Closing) and (viixi) otherwise providing cooperation that is customary and reasonable to the extent required by the Commitment Letter, take all actions as may be required or reasonably requested by the Parent or the Financing Sources in connection with the marketing efforts repayment of Parentthe existing third-party indebtedness for borrowed money of the Company Parties and the termination or release of all commitments or security interests related thereto, which repayment shall occur substantially concurrently with the Financing Sources and any Underwriters.Closing. 76

Financing Cooperation. (a) To assist Parent in The Company shall, and shall cause its financing effortsSubsidiaries to, the Company agrees to and shall use its commercially reasonable best efforts to cooperate with any Offering as may be reasonably cause its and their respective Representatives, including legal, Tax, regulatory and accounting Representatives, to provide, on a timely basis, all reasonable cooperation requested by Parent or with the arrangement of and/or the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated Sources in connection with the arrangement of the Financing, including, in each case (subject in each case to Section 6.05(b) below), debt financing sought by (i)(A) preparing and providing to Parent, its Financing Sources and the underwriters Parent in connection with the Offering transactions contemplated by this agreement (an the “UnderwriterFinancing”) or a refinancing of Parent’s debt (the “Parent Refinancing”). Without limiting the generality of the foregoing, as such cooperation shall include the following: (i) promptly as reasonably practicable after Parent’s written request therefor, providing Parent and the Financing Sources and their respective agents with (1) such customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by as Parent shall reasonably request in order to consummate the Financing, including (x) audited consolidated annual any financial statements of or other financial information to the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed extent required by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements SEC or Rule 3-05 of Regulation S-X and all other applicable accounting rules and regulations of X, in connection with any completed or pending acquisitions or dispositions by the SEC promulgated thereunder and Company, that, upon completion thereof, would be required to be included in a Registration Statement registration statement filed by the Company that is not already otherwise publicly available and filed by the Company on Form S-3 the SEC’s Website, XXXXX, which statements and information may be used by Parent in connection with any such Financing; and (2) other information as may be reasonably requested by Parent, the Financing Sources or their respective agents and of a type customarily prepared and delivered by the Company to prepare offering memoranda, private placement memoranda (including under Rule 144A under the 1933 Securities Act), registration statements and prospectuses under the Securities Act and other materials in connection with an offer or reasonably and sale of securities in connection with such Financing; provided that the Company shall not be obligated to (v) prepare any pro forma financial information or projections (for which, for the avoidance of doubt, Parent shall be solely responsible), (w) provide a description of all or any component of the Financing or other information customarily required provided by the Financing Sources or Underwriters to be included in any offering documents; providedits counsel, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to (x) provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; Financing or Parent, (4y) “segment” prepare separate subsidiary financial statements or any other information of the type required by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or segment reporting to the extent not otherwise required by applicable law and regulation or (5z) any Compensation Discussion and Analysis in the case of a private offering or other information required private placement by Item 402 of Regulation S -K under the 1933 Act or any Parent, provide other information customarily excluded from each of a confidential information memorandum and an offering documents for memorandum (all information required to be delivered under this clause (i) being referred to as the type “Required Information”); provided, however, that all information pursuant to the foregoing clause (2) shall be deemed to have been delivered, as of financing contemplated by any date of determination, if the Financing, Company has complied in all material respects with its obligations under the Exchange Act to file reports with the SEC as of such date; (ii) participating (including by making members of senior management, certain representatives and certain nonlegal advisors available to participate by teleconference or virtual meeting platforms) upon reasonable prior notice in a reasonable number of meetings at reasonable times and locations (including customary one-on-one meetings with the parties acting as lead arrangers or agent for, and prospective lenders and purchasers of, the Financing and senior management and Representatives of the Company Entities), due diligence sessions, presentations, “road shows,” drafting sessions and sessions with the rating agencies in connection with the Financing; (iii) reasonably cooperating with the Financing Sources’ and their respective agents’ due diligence, including providing access to documentation reasonably requested by such Persons in connection with lending or debt capital markets or other debt securities transactions; (iv) reasonably cooperating with the marketing efforts for any portion of the Financing; (v) aiding in the preparation of customary documentation, including bank information memoranda, prospectuses and similar documents (which may incorporate, by reference, periodic and current reports filed by the Company with the SEC), rating agency presentations, virtual road show presentations, private placement memoranda and written offering materials and similar documents used to complete such Financing (including delivery of one or more customary representation letters), in each case, to the extent information contained therein relates to the business of the Company Entities; (vi) to the extent necessary to consummate any such Financing, using commercially reasonable efforts to cause its certified independent auditors to provide (A) consent to use of their reports in any materials relating to the Financing or Parent Refinancing, including SEC filings, prospectuses and offering memoranda that include or incorporate the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” consolidated financial information (including customary information of any entity recently acquired by the Company or whose acquisition by the Company is pending of whose financials would be required to be included in order for a registration statement filed by the Company to be declared effective) and their reports thereon and (B) auditors reports and comfort letters (including “negative assurances”” comfort) for the financial information relating to the Company Entities (it being understood that including any entity recently acquired by the comfort letters delivered in connection with Company or whose acquisition by the Company’s public offerings shall Company is pending of whose financials would be deemed required to be included in order for a registration statement filed by the Company to be declared effective) in customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports form in connection with the Financing if historical financial statements or other financial information Parent Refinancing; (vii) taking all actions reasonably necessary in connection with the payoff of existing indebtedness of the Company are included in Entities on the Closing Date and the release of related Liens on the Closing Date (including obtaining customary payoff letters, lien terminations and other instruments of discharge; provided that the consummation of any offering documents for such repayment or prepayment and termination shall be contingent upon the occurrence of the Merger); (viii) causing the taking of corporate and organizational actions reasonably necessary to permit the completion of the Financing, (iiiix) providing reasonable cooperation with customary syndication or other marketing effortsproviding, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four five (5) Business Days prior to the date Closing Date to the extent Parent notifies the Company of such request at least ten (10) Business Days prior to the Closing with Date, to the Financing Sources all customary documentation and other information reasonably requested at least ten (10) Business Days prior to the Closing Date by such Financing Sources that such Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including the PATRIOT Act; (x) cooperating in procuring corporate and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, facilities ratings for the Financing or the Underwriters in each case, from each of Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc.; (xi) executing authorization letters to the Company at least ten days prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such document or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing Sources that the portion of the public side versions of such documents supplied by the Company, if any, do not include material nonpublic information about the Company Entities or their respective Affiliates or securities; and (xii) informing Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company or any Underwritersmember of the Company Board has knowledge of any facts as a result of which a restatement of any of the Company’s financial statements, in order for such financial statements to comply with GAAP, is probable.

Financing Cooperation. (a) To assist Parent in its financing effortsPrior to the Acceptance Time, the Company agrees to shall, and shall cause its subsidiaries to, and shall use its commercially reasonable best efforts to cooperate with any Offering cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with obtaining the arrangement of the Debt Financing, including, in each case (subject in each case to Section 6.05(bi) below), by (i)(A) preparing making senior management and providing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including (x) audited consolidated annual financial statements advisors of the Company and (y) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), subsidiaries available to participate in a reasonable number of meetings meetings, presentations, road shows and presentations due diligence sessions with proposed lenders, underwriters, initial purchasers or placement agents, and in sessions with rating agencies; provided that, any rating agency presentations, bank information memoranda or similar documents required in connection with the Debt Financing shall contain disclosure reflecting the Company and/or its Subsidiaries or Affiliates as the obligor only at and after the Effective Time, (whichii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the further performance of the business of the Company and its subsidiaries to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements to be included in the documents referred to in clause (ii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, and otherwise reasonably facilitating the pledging of collateral, (v) requesting and cooperating in obtaining customary lien terminations and instruments of discharge, relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Credit Agreement described in Section 6.10(c) below are as set forth in Section 6.10(c) below) and its subsidiaries, and executing and delivering an officer certificate, required to be delivered to the Trustee under the Notes Indenture in connection with the Merger, provided that any such certificates and documentation do not contain any statements or representations that are not factually accurate in the Company’s discretionsole judgment and that any such certificates and documentation comply in all respects with, may and do not cause the Company to breach or violate, applicable Law or the Notes Indenture ; and provided further that, to the extent any statements contained in any such officer certificate are based in part upon facts relating to Parent, including the amount of Parent’s cash on hand, the pro forma amount of debt of Parent or the Company following the Merger or the Parent Merger, pro forma compliance with any ratio or the absence of any default of event of default under agreements governing any indebtedness of Parent, or require Parent to consummate any further action or refrain from taking any further action in order for any such statements to be accurate, including consummating the Parent Merger, Parent shall deliver to the Company such officer certificates as are reasonably deemed necessary by the Company to enable it to delivery any such officer certificate to the Trustee; (vi) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and its subsidiaries, (vii) assisting with due diligence activities relating to the Company’s financial information, (viii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company and its subsidiaries reasonably requested by Parent as promptly as practicable following such request to consummate the Debt Financing, including all historical financial statements and historical financial data regarding the Company and its subsidiaries, in each case (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC with respect to debt securities of Parent (other than Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Rule 4.02(b) of Regulation S-K and other customary exceptions), (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case of the type contemplated by the Debt Financing, and (C) as is otherwise necessary in order to assist in receiving customary “comfort” (including as to “negative assurance” comfort and change period) from the Company’s independent accountants in connection with offerings of debt securities, in each case at the time during the Company’s fiscal year such offerings will be made (all such information described in clauses (A) through (C) this clause (viii), the “Required Financial Information”), (ix) taking all actions reasonably requested to (A) permit the prospective lenders involved in the form of virtual meetingsDebt Financing to evaluate the Company’s and its subsidiaries’ assets, video calls or conference calls cash management and shall be during normal business hours) in the preparation of offering documents accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the Financing or purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the Offeringforegoing after the Acceptance Time, (vx) furnishing Parent providing at least four 4 Business Days prior to the date of the Closing with Acceptance Time all customary documentation and other information under about the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations and under including the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company extent requested at least ten 8 calendar days prior to the date anticipated Acceptance Time, and (xi) subject to the occurrence of the ClosingAcceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company or its subsidiaries, (vi2) providing reasonable facilitation delivery of (through providing and executing customary agreementsA) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to a fiscal period that has not yet ended, documents or certificates(C) any financial statement with respect to any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of the pledge applicable fiscal quarter, or (D) any financial statement with respect to a fiscal year prior to the date that is 60 days after the end of the applicable fiscal year, or (E) any unaudited financial statement in respect of any period ended December 31, 2013, unless, except in the case of clauses (A) and perfection (E), such information is earlier reasonably available to Company and reasonably requested by Parent, (3) delivery of liens any certificate as to solvency or any legal opinions, or (4) the taking of any action that would conflict with or violate (x) the Company’s Restated Certificate of Incorporation or By-laws, in each case that are not contingent upon the earlier of the Acceptance Time and security interests the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing, as may be reasonably requested by Parent (; provided that no obligation under such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their logos and on such document or agreement will take effect on or prior other customary terms and conditions as the Company shall reasonably impose. If the Company at any time in good faith reasonably believes that it has delivered the Required Financial Information to Parent, it may deliver to Parent a written notice to such effect, in which case the Company shall be deemed to have delivered the Required Financial Information at the time of delivery of such notice, unless Parent shall provide to the Closing) and (vii) otherwise providing cooperation Company within four Business Days after the delivery of such notice a written notice that is customary and describes with reasonable specificity the information that constitutes Required Financial Information that Parent in connection with good faith reasonably believes the marketing efforts of Parent, the Financing Sources and any UnderwritersCompany has not delivered.

Financing Cooperation. (a) To assist Parent in its financing effortsSubject to Section 6.16(b), prior to Closing or termination of this Agreement, the Company agrees to shall, and shall cause its Subsidiaries and their respective Representatives to, use its commercially reasonable best efforts to reasonably cooperate with and reasonably assist Parent, at the Parent’s request, sole cost and expense, in connection with arranging, obtaining and syndicating any Offering as may be reasonably requested by Parent or with Financing and causing the arrangement of conditions in the Financing as may Documents and any commitment letters entered into in connection with such Financing to be reasonably requested by Parent satisfied, including using reasonable best efforts in (i) assisting with, and is necessary furnishing information for the purposes of, the preparation of customary prospectuses (including any pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980), offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary for financings of the type contemplated marketing materials in connection with the arrangement of Financing (all such documents and materials, collectively, the Financing“Marketing Documents”) (it being understood and agreed that the Marketing Documents shall include (or otherwise be subject to) any customary exculpation language, includingas the case may be, in each case (subject in each case with respect to Section 6.05(b) belowthe Company, its Affiliates and their respective Representatives), by (i)(Aii) preparing and providing furnishing to Parent, its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”), Parent as promptly as reasonably practicable after Parent’s written request therefor, customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including (x) audited consolidated annual financial statements of the Company and operational information (y) unaudited interim including consolidated financial statements of for interim periods up until the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100Closing Date) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information that can be prepared without undue burden with respect to the Company and its Subsidiaries Subsidiary as is reasonably necessary to assist requested by Parent with (the “Required Information”), (iii) assisting in the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations schedules to collateral agreements by providing information of the SEC promulgated thereunder and Company Entities required to be included in a Registration Statement made available on Form S-3 under such schedules for purposes of the 1933 Act arrangement or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion consummation of the Financing, including (iv) subject to any “description contractual agreement in effect, facilitating the pledging of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents collateral for the Financing, (iii) providing reasonable cooperation with customary syndication which shall not be required to be delivered or other marketing efforts, effective until at or a customary offering, by Parent for all or any portion of promptly following the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the OfferingEffective Time, (v) subject to any contractual agreement in effect, obtaining the Payoff Letter, and the related lien releases, and instruments of termination or discharge, as applicable, required pursuant to Section 6.12, in each case which shall provide that, if sufficient funds are received by the financing sources under the Credit Agreement in order to pay off in full all obligations (other than the Excluded Obligations) in connection therewith or secured thereby, such release, termination and/or discharge shall be effective, and (vi) furnishing Parent as promptly as reasonably practical (and at least four Business Days three (3) business days prior to the date of the Closing Date) with all customary documentation and other information related to the Company and its Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and under regulations, including the USA Patriot Act of 2001 reasonably required and PATRIOT Act, that has been reasonably requested in writing by the parties acting as lead arrangers for, Parent or lenders under, the its Financing or the Underwriters to the Company Sources at least ten (10) business days prior to the date Closing Date. The Company hereby consents to the use of the Closing, (vi) providing reasonable facilitation (through providing its and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests its Subsidiary’s logos in connection with the Financing, Financing so long as may be such logos are used solely (i) in a manner that is not intended to or that is not reasonably requested by Parent (provided that no obligation under any such document likely to harm or agreement will take effect on disparage the Company or prior to its Subsidiary or the Closing) reputation or goodwill of the Company or its Subsidiary and (viiii) otherwise providing cooperation that is customary and reasonable solely in connection with a description of the marketing efforts of ParentCompany, its business and products or the Financing Sources and any UnderwritersMerger.

Financing Cooperation. (a) To Without limiting the generality of ‎Section 7.02 or ‎Section 7.05, and to assist the Parent in its financing efforts, the Company agrees to use its commercially reasonable efforts to reasonably cooperate with any Offering as may be reasonably requested by Parent or with the arrangement of the Financing as may be reasonably requested by Parent and is necessary and customary for financings of the type contemplated in connection with the arrangement of the Financing, including, in each case (subject in each case to Section 6.05(b) below), including by (i)(Aa) preparing and providing to Parent, Parent and its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”)Sources, as promptly as reasonably practicable after Parent’s written request therefor, all customary and reasonably available financial and other information with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including including, to the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to be filed on a Form 8-K by Parent, regardless of the timing of such filing, (xi) audited consolidated annual financial statements of the Company and (yii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and ), (Bb) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, Financing and (iic) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05‎Section 7.06) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company at least ten days prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such document or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources and any Underwriters.. Exhibit 2.1

Financing Cooperation. Prior to and until the Closing, (A) the Company shall furnish, or cause to be furnished to, Parent, Acquisition Sub and/or its Debt Financing Sources, the Required Information (other than the pro forma financial statements referred to in paragraph 4(c) of Exhibit E of the Debt Commitment Letter, which shall be prepared by Parent), including, without limitation, the contemplated financial statements by no later than such financial statements would be required to be filed with the SEC and (B) the Company shall use reasonable best efforts to, and shall (x) cause its Subsidiaries and controlled or under common control Affiliates and (y) use reasonable best efforts to cause their respective officers, directors, employees and accountants to, at Parent’s sole cost and expense (excluding any costs and expenses with respect to financial statements, financial information or other materials prepared prior to the date hereof or, after the date hereof, that the Company would have prepared in the ordinary course of business), to provide such customary cooperation as is reasonably requested by Parent or Acquisition Sub to assist Parent and Acquisition Sub in connection to Parent’s efforts to obtain the Debt Financing, including using reasonable best efforts to do the following (to the extent so reasonably requested): (i) (a) To assist provide customary “flash” or “recent development” revenue or balance sheet information to the extent reasonably available (which may be provided in a reasonable range or estimate and may be provided on a non-GAAP basis (including EBITDA or adjusted EBITDA to the extent and consistent with calculations and definitions previously used by the Company (including in any publicly filed document, publicly available presentation or press release, certificate delivered to any agent or lender, or offering document in connection with any offering of securities), it being understood that the Company need not create any new metrics)) for any fiscal quarter ending after the date hereof and prior to the Closing, and (b) all other and reasonably available customary pertinent financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and, including in any event the financial statements required under paragraphs 4 (other than paragraph 4(c)) and 7 of Exhibit E of the Debt Commitment Letter, (ii) cause members of senior management of the Company to participate in a reasonable number of lender meetings, lender presentations, due diligence sessions (including accounting due diligence sessions), road shows, drafting sessions and rating agency meetings, in each case, upon reasonable advance notice, at mutually agreed locations and times (including by electronic means), (iii) provide reasonable assistance to Parent in its financing effortspreparation of customary rating agency presentations, lender and investor presentations, offering memoranda, customary bank information memoranda and similar documents reasonably required in connection with the Debt Financing, including by reasonably assisting in preparation of such materials that do not include material non-public information, in each case, solely with respect to information relating to the Company agrees (to use the extent related to its commercially reasonable efforts business) and its Subsidiaries, (iv) deliver information and documentation related to the Company and its Subsidiaries that is required by the Debt Commitment Letter (or any successor provision thereof) and reasonably requested by Parent or the Debt Financing Sources at least eight (8) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer,” beneficial ownership and anti-money laundering rules and regulations, including the USA PATRIOT Act, which information shall be provided no later than three (3) Business Days prior to the Closing Date, (v) cooperate with the Debt Financing Sources’ due diligence, to the extent reasonably requested in connection with the Debt Financing, (vi) to the extent required by the Debt Financing Sources, execute and deliver customary authorization to the Debt Financing Sources with respect to any Offering bank information memorandum, (vii) provide reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including indentures, loan agreements, guarantees, collateral agreements, hedging arrangements, payoff letters and release agreements, customary officer’s certificates and corporate resolutions or other corporate actions, as applicable) as may reasonably be requested by Parent or Acquisition Sub and subject to the occurrence of the Closing, (viii) provide reasonable and customary assistance with facilitating the pledging of collateral (including possessory collateral) in connection with the Debt Financing, including executing and delivering as of the Closing Date any customary pledge and security documents, currency or interest hedging arrangements or other customary definitive financing documents, and documents as may be reasonably requested by Parent or Acquisition Sub and delivering or causing to be delivered certificated equity interests of material domestic Subsidiaries of the Company, (ix) take all reasonable actions necessary to permit the Debt Financing Sources to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies, and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing, including facilitating customary field examinations and inventory and equipment appraisals by the Debt Financing Sources, (x) supplement the Required Information on a reasonably current basis to the extent that any Required Information, to the knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading, (xi) cause the independent auditors of the Company to assist and cooperate with Parent in connection with the arrangement of Debt Financing, including by providing customary consent to offering memoranda or documents that include or incorporate the Financing Company’s consolidated financial information and their reports thereon, and customary comfort letters (including “negative assurance” and change period comfort) with respect to financial information relating to the Company and its Subsidiaries and (xii) timely deliver any limited conditions transaction (LCT) election under the Company Indenture governing the Company’s 6.125% secured notes due 2026 (the “Company Existing Secured Notes”), the Existing ABL Credit Agreement and/or the Existing TLB Credit Agreement as may be reasonably requested by Parent in consultation with the Company and is necessary reasonably acceptable to the Company (provided that no such notice shall be required to be delivered upon the entry into this Agreement), it being understood that the Company shall reasonably cooperate with the Parent to prepare any calculations required to make such election but the Company shall not be responsible for any such calculations, and customary for financings CFO certificates or similar certificates with respect to certain financial information in the offering documents to the extent not otherwise covered by the “comfort letters” described herein; provided that the such requested cooperation shall not (1) require the Company or any of its Subsidiaries or their respective representatives to (i) execute, deliver, enter into, approve or perform any agreement, commitment, certificate, document or instrument (excluding any customary authorization letters or representation letters to the type contemplated Company’s independent auditors), or modification of any agreement, commitment, document or instrument, in each case, that would be effective prior to the Effective Time (in each case other than in connection with the arrangement Debt Offers (as defined below) or otherwise in accordance with Section 5.19, the items delivered in clauses (B)(xi) and (B)(xii) above or that which is Required Information), (ii) deliver or cause the delivery of any legal opinions, deliver or cause the Financing, including, delivery of any reliance letters or any certificate as to solvency or any other certificate in connection to the Debt Financing (in each case (subject in each case to Section 6.05(b) below), by (i)(A) preparing and providing to Parent, its Financing Sources and the underwriters other than in connection with the Offering Debt Offers, or otherwise in accordance with Section 5.19 hereof or the items delivered in clauses (an “Underwriter”B)(xi) and (B)(xii) above, it being agreed that the solvency certificate required by Exhibit E of the Debt Commitment Letter shall be provided by Parent), as promptly as reasonably practicable after Parent’s written request therefor(iii) adopt any resolutions, customary and reasonably available financial and other information execute any consents or otherwise take any corporate or similar action or deliver any certificate, in connection with respect the Debt Financing or the incurrence of indebtedness thereby, in each case, that would be effective prior to the Effective Time (in each case other than in connection with the Debt Offers, or otherwise in accordance with Section 5.19 hereof or the items delivered in clauses (B) (xi) and (B)(xii) above), (iv) pay any commitment or other similar fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind or give any indemnities in connection with the Debt Financing, including under any certificate, agreement, arrangement, document or instrument related thereto, in each case, that would be effective prior to the Effective Time or (v) prepare stand-alone financial statements for any Subsidiaries of the Company and each or prepare financial statements or financial metrics which the Company has not historically prepared, (2) require the Company or any of its Subsidiaries and to take any action that will conflict with or violate its organizational documents or any Laws or result in a breach of, or default under, any Contract (other than any Company Material Contract being entered in contemplation hereof) or otherwise breach any of the transactions contemplated hereby and by Company’s representations, warranties, covenants or agreements under this Agreement, (3) require the FinancingCompany or any of its Subsidiaries to enter into or approve any binding commitment prior to the Effective Time, including or (x4) audited consolidated annual financial statements unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. In the event this Agreement is terminated pursuant to Section 7.1 (yother than as a result of a breach by the Company) unaudited interim consolidated financial statements Parent shall promptly (and in any event within three (3) Business Days of delivery of documentation evidencing such cost and expenses) reimburse the Company for any out-of-pocket reasonable and documented expenses and costs (which including reasonable outside attorneys’ fees and disbursements) incurred in connection with the Company’s or its Affiliates’ or representatives’ obligations under Section 5.17 or this Section 5.18 and Parent and Acquisition Sub shall have been reviewed indemnify and hold harmless the Company, its Affiliates and their respective representatives from and against any and all losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) suffered or incurred by any of them as a result of, or in connection with, (1) such cooperation or otherwise in connection with the independent accountants for Company’s or its Affiliates’ or Representatives’ obligations under Section 5.17 or this Section 5.18, (2) the Company as provided in Statement on Auditing Standards No. 100) Debt Financing, and (B3) providing as promptly as reasonably practicable after Parent’s written request therefor any information used in connection with respect the Debt Financing except, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgments, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) arose from (a) historical financial information (including the “flash” or “recent development” financial information referred to above) relating to the Company and its Subsidiaries reasonably necessary to assist Parent provided by the Company expressly for use in connection with the preparation Debt Financing or (b) the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective Affiliates or representatives as finally determined in a non-appealable judgment by a court of competent jurisdiction. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in the ordinary course as is customary for such purpose and in a manner that is not intended, or reasonably likely, to harm, disparage or otherwise adversely affect the Company, any of its Subsidiaries or their reputation or goodwill. The Company, its Affiliates and their respective Representatives shall be given a reasonable opportunity to review all presentations, bank information memoranda and similar marketing materials, materials for rating agencies and other documents prepared by or on behalf of or used by Parent or Acquisition Sub or any of their Affiliates or used or distributed to any Debt Financing Source or any of its Affiliates in connection with the Debt Financing that include any logos of or information about or provided by the Company, its Affiliates, or their respective Representatives; provided that any authorization letters (or the bank information memoranda in which such letters are included) shall include language that exculpates the Company, its Affiliates and their respective Representatives from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distribution in connection therewith. Notwithstanding anything to the contrary contained herein, in no event shall the Company be deemed to have breached its obligations hereby as a result of Parent’s failure to prepare the pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations as part of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the 1933 Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require the Company to provide (or be deemed to require the Company to provide) any (1) pro forma financial statements; (2) description of all or any portion of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information or (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act or any other information customarily excluded from offering documents for the type of financing contemplated by the Financing, (ii) using commercially reasonable efforts to cause the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management team, with appropriate seniority and expertise, to assist in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) with Financing Sources or Underwriters and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hours, providing customary and reasonably necessary assistance to Parent (including by causing its management team, with appropriate seniority and expertise), to participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls and shall be during normal business hours) in the preparation of offering documents for the Financing or the Offering, (v) furnishing Parent at least four Business Days prior to the date of the Closing with all customary documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations and under the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters to the Company at least ten days prior to the date of the Closing, (vi) providing reasonable facilitation (through providing and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests in connection with the Financing, as may be reasonably requested by Parent (provided that no obligation under any such document or agreement will take effect on or prior to the Closing) and (vii) otherwise providing cooperation that is customary and reasonable in connection with the marketing efforts of Parent, the Financing Sources and any UnderwritersRequired Information.

Financing Cooperation. (a) To assist Parent in its financing effortsSubject to Section 6.11(a), the Company agrees to shall and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause its respective Representatives to, in each case at Parent’s sole expense, reasonably cooperate with any Offering as may be reasonably requested by Parent or in connection with the arrangement and closing of the Financing as may be reasonably requested by Parent and is necessary and customary for financings (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the type contemplated in connection with Company and its Subsidiaries). Such cooperation by the arrangement Company shall include, at the reasonable request of the Financing, including, in each case (subject in each case to Section 6.05(b) below), by (i)(A) preparing and providing to Parent, (i) furnishing, or causing to be furnished to, Parent and its Financing Sources and the underwriters in connection with the Offering (an “Underwriter”)Sources, as promptly as reasonably practicable after following Parent’s written request thereforrequest, customary and reasonably available such financial and other information as Parent shall reasonably request in order to consummate the Debt Financing, including (y) the financial statements and other information necessary to satisfy the conditions set forth in paragraphs 6, 7 and 8 of the Debt Commitment Letters; provided, that, in the case of quarterly or annual financial statements required pursuant to this Section 6.12 that have not been delivered to Parent prior to the date hereof, by a date that is not later than 45 days after the end of the relevant fiscal quarter, with respect to the Company and each unaudited quarterly financial statements required pursuant to this Section 6.12, or, 90 days after the end of its Subsidiaries and the transactions contemplated hereby and by relevant fiscal year in respect of the Financing, including (x) audited consolidated annual financial statements required pursuant to this Section 6.12, as applicable, and (z) all financial statements and financial data of the Company and (y) unaudited interim consolidated financial type required in registration statements of the Company (which shall have been reviewed on Form S-1 by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100) and (B) providing as promptly as reasonably practicable after Parent’s written request therefor any information with respect to the Company and its Subsidiaries reasonably necessary to assist Parent with the preparation of customary pro forma financial statements that meet the requirements of Regulation S-X and all other Regulation S-K under the Securities Act and of a type and form customarily included in private placements pursuant to Rule 144A under the Securities Act, including, to the extent applicable accounting rules and regulations with respect to such financial statements, the report of the SEC promulgated thereunder Company’s auditors thereon and required to be included related management discussion and analysis of financial condition and results of operations, in each case with customary exceptions for a Registration Statement on Form S-3 Rule 144A offering, together with drafts of comfort letters customary for private placements under Rule 144A under the 1933 Securities Act or reasonably and customarily required by the Financing Sources or Underwriters to be included in any offering documents; provided, that notwithstanding anything to the contrary in this Section 6.05, nothing will require auditors of the Company which such auditors are prepared to issue at the time of pricing of such debt securities and the closing thereof upon completion of customary procedures (collectively, the “Required Information,” provided that in no event shall the Required Information be deemed to include or shall the Company otherwise be required to provide (A) such pro forma statements or be deemed pro forma adjustments unless Parent has provided to require the Company to provide(a) any (1) post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by the Parent to be reflected in such pro forma and summary financial statements; data and (2b) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent, (B) any description of all or any portion component of the Financing, including any “description of notes”, and other information customarily provided by financing sources or their counsel; ,” (3C) risk factors relating to all or any component of the Financing; (4) “segment” financial information Financing or (5D) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S -K under the 1933 Act Subsidiary financial statements or any other information customarily excluded from offering documents for of the type required by Rule 3-09, Rule 3-10 (other than a customary summary of financing contemplated such information) or Rule 3-16 of Regulation S-X, (E) Compensation Disclosure and Analysis required by Regulation S-K Item 402(b) or (F) except to the Financingextent customarily included in private placements pursuant to Rule 144A under the Securities Act, information required by Items 10-14 of Form 10-K, (ii) using commercially reasonable efforts to cause causing the Company’s independent accountants to reasonably cooperate with the Financing Sources or Underwriters in a manner consistent with their customary practice and to participate in customary auditor due diligence calls and provide customary accountantsits Subsidiaries’ “comfort letters” (including customary “negative assurances”) (it being understood that the comfort letters delivered in connection with the Company’s public offerings shall be deemed to be customary for purposes of this Section 6.05) and customary consents to the inclusion of audit reports in connection with the Financing if historical financial statements or other financial information of the Company are included in any offering documents for the Financing, (iii) providing reasonable cooperation with customary syndication or other marketing efforts, or a customary offering, by Parent for all or any portion of the Financing or the Offering, including reasonable access to documents and other information in connection with customary due diligence investigations and causing its management teamteams, with appropriate seniority and expertise, to assist participate in a reasonable number of meetings and presentations (which, in the Company’s discretion, may be in the form of virtual meetings, video calls or conference calls) lender presentations, due diligence sessions, drafting sessions, road shows and meetings with Financing Sources or Underwriters prospective lenders and ratings agencies, in each case, on reasonable advance notice during normal business hours, (iv) upon reasonable advance notice and during normal business hoursat mutually agreed times, (iii) providing customary and reasonably necessary reasonable assistance to Parent in its preparation of rating agency presentations, bank information memoranda and offering documents (including by causing its management team, with appropriate seniority and expertisea bank information memorandum that does not include material non-public information), offering memoranda, private placement memoranda and similar documents required in connection with the Financing (including requesting any consents of accountants for use of their reports in any materials relating to participate the Financing and the delivery of one or more customary representation letters), (iv) facilitating the pledging of collateral in connection with the Financing, including, executing and delivering any customary pledge and security documents, currency or interest hedging arrangements or other customary definitive financing documents, surveys and title insurance (including non-imputation title policy endorsements and affidavits reasonably required by the title company), and documents as may be reasonably requested by Parent (including a reasonable number certificate of meetings and presentations the chief financial officer of the Company (whichwho is or will be such officer as of the Effective Time) with respect to solvency matters in the term set forth in Annex I to Exhibit D of the Debt Commitment Letters as of the Closing, on a pro forma basis) as are, in the good faith determination of the persons executing such documents, accurate, or otherwise facilitating the pledging, granting of security interests in, and otherwise granting of liens on, the Company’s discretionassets, pursuant to such agreements from and after the Closing as may be reasonably requested by Parent, provided, that none of the documentation described in the form of virtual meetings, video calls or conference calls and this clause (iv) shall be during normal business hours) in effective until the preparation of offering documents for the Financing or the OfferingEffective Time, (v) furnishing causing the taking of corporate actions (subject to the occurrence of the Closing) by the Company and its Subsidiaries reasonably necessary to permit the completion of the Debt Financing, (vi) facilitating the execution and delivery at the Closing of definitive documents reasonably related to the Financing on the terms contemplated by the Debt Commitment Letters, (vii) using reasonable best efforts to permit the Financing Sources to benefit from the existing lending relationships of the Company and its Subsidiaries, (viii) assisting Parent in procuring a public corporate credit rating and a public corporate family rating in respect of the relevant borrower under the “Credit Facilities” and public ratings for any of the Credit Facilities or notes issued in connection with the Debt Financing, (ix) obtaining customary authorization letters with respect to the bank information memoranda from a senior officer of the Company and requesting consents of accountants for use of their reports in any materials reasonably relating to the Debt Financing, (x) at least four five (5) Business Days prior to the date of the Closing with Closing, providing all customary documentation and other information under about the Company as is reasonably requested by the Financing Sources with respect to applicable “know your customer” and anti-money laundering rules and regulations and under including without limitation the USA Patriot Act of 2001 reasonably required and reasonably requested in writing by the parties acting as lead arrangers for, or lenders under, the Financing or the Underwriters PATRIOT Act. The Company hereby consents to the Company at least ten days prior to the date reasonable use of the Closing, (vi) providing reasonable facilitation (through providing Company’s and executing customary agreements, documents or certificates) of the pledge and perfection of liens and security interests its Subsidiaries’ logos in connection with the Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company or their marks and on such other customary terms and conditions as the Company shall reasonably impose. Notwithstanding anything herein to the contrary, clauses (i)-(x) above shall not (A) require the Company or any of its Subsidiaries to be the issuer of any securities or issue any offering or information document or before the Closing, (B) involve any binding commitment by the Company or any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement or (C) require the Company or any of its Subsidiaries to enter into or approve any Financing or purchase agreement for the Financing, provided that, upon the reasonable request of Parent, the Company’s Subsidiaries may approve any Financing so long as such approval is expressly conditioned on the Closing and does not impose any liability to the Company or its Subsidiaries upon termination of this Agreement. All non-public or other confidential information provided by the Company to Parent or its Affiliates pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to rating agencies and prospective lenders and investors during syndication of the debt financing contemplated by the Debt Commitment Letters or syndication of the equity financing, subject to ordinary and customary confidentiality undertakings Parent shall promptly reimburse the Company for any reasonable out-of-pocket expenses and costs incurred in connection with the Company’s or its Affiliates’ obligations under this Section 6.12. Notwithstanding anything in this Agreement to the contrary, (i) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to the Effective Time, or pay any expenses prior to the Effective Time that are not promptly reimbursed by Parent as set forth in this Section 6.12, (ii) no officer of the Company or any of its Subsidiaries shall be required to deliver any certificate or opinion or take any other action pursuant to this Section 6.12 to the extent any such action would reasonably be expected to result in personal liability to such officer, and (iii) the board of directors of the Company shall not be required to approve any Financing or agreements related thereto (or any alternative financing) prior to the Effective Time. The Company and its Subsidiaries shall use their reasonable best efforts to periodically update any Required Information provided to Parent as may be reasonably requested by Parent necessary so that such Required Information (provided that no obligation under any such document or agreement will take effect on or prior to i) meets the Closingcondition set forth in the first proviso in the definition of “Marketing Period”, (ii) meets the applicable requirements set forth in the definition of “Required Information,” and (viiiii) otherwise providing cooperation that is customary and reasonable would not, after giving effect to such update(s), result in connection with the marketing efforts of Parent, the Financing Sources and any UnderwritersMarketing Period to cease to be deemed to have commenced.