Common use of Cooperation with Financing Clause in Contracts

Cooperation with Financing. The Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

Cooperation with Financing. The Seller shallCompany shall provide, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts Subsidiaries to provide such cooperation (including to and shall use commercially its reasonable best efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources reasonable cooperation in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”)Debt Financing as may be reasonably requested by Acquiror, including: including (i) upon participation in meetings, drafting sessions, presentations, road shows and due diligence, (ii) using reasonable prior noticebest efforts to furnish Acquiror and the financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Acquiror to consummate the Debt Financing, making senior employees including delivering unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Seller available Company prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) for (A) participate in, and assist each subsequent fiscal quarter ended at least 45 days before the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources Closing Date and (B) participate in and assist each fiscal month after the Buyer in the Buyermost recent fiscal quarter for which financial statements were received by Acquiror’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security described above and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar ended at least 30 days prior to before the Closing Date, provided(iii) assisting Acquiror and the financing sources in the preparation of (A) offering documents and other informational and marketing materials and documents for any portion of the Debt Financing and (B) materials for rating agency presentations, however(iv) reasonably cooperating with the marketing efforts of the Acquiror and the financing sources for any portion of the Debt Financing, that with respect to clauses (i) through (v) above, reasonably facilitating the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than pledging of collateral and execution and delivery of definitive financing documents and customary authorization letters deliverables and representations letters in connection with the Financing)(vi) using reasonable best efforts to obtain accountants’ comfort letters, (c) provide or do anything that would result in any material disruption to the operations or management of the Businessaccountants’ consent letters, (d) incur any expense for which Seller is not reimbursed legal opinions, surveys and title insurance as reasonably requested by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the BusinessAcquiror.

Cooperation with Financing. The (a) Between the Effective Date and the Closing, Seller shall, and shall cause its Affiliates to, at the use Reasonable Efforts to cooperate with Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources requests in connection with the arrangement of the financing for Financing as contemplated by the consummation Commitment Letter, including using Reasonable Efforts to cause its Affiliates and its and their Representatives, upon the reasonable request of the transactions contemplated hereby (the “Financing”)Buyer and at Buyer’s sole expense, including: (i) upon reasonable prior noticeto furnish Buyer and its Financing Sources, making senior employees as promptly as practicable, the Required Information and all other pertinent information relating to the Company Group Members and their business (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of the Seller available Company Group Members customary for such financing or otherwise reasonably necessary for the completion of the Financing by the Financing Sources) to (A) participate in, and the extent reasonably requested by Buyer to assist the Buyer in the Buyer’s preparation of customary marketing materials offering or other information documents to be used for the completion of the Financing; (including providing ii) to furnish Buyer and its Financing Sources customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer Required Information in connection with the Financing, except as required Financing reasonably requested by Law or to preserve any privilege from disclosureBuyer; (iii) providing customary assistance to reasonably cooperate with the marketing efforts of Buyer, its representatives and the Financing Sources for any portion of the Financing, including assisting Buyer’s representatives with any business, financial, accounting and tax review, and causing the senior management of the Business to provide detailed evaluation of the financial model and forecasting processes related to the Buyer Business and to participate at reasonable times in a reasonable number of lender meetings and due diligence sessions with the Buyer’s preparation or filing of security Financing Sources at reasonable times and collateral documents necessary locations, in connection with such Financingeach case, upon reasonable advance notice; (iv) requesting releases to assist in the preparation of Encumbrances and pay-off letters in accordance with the terms hereofany customary bank information memoranda; and (v) furnishing to furnish, no later than forty-five (45) days after the Buyer end of each fiscal quarter ending after the Effective Date and its financing sources promptly with prior to the Closing Date, unaudited balance sheets and related income, equity and cash flow statements of the Company and for the comparable period of the prior fiscal year, in each case; (vi) at least three (3) Business Days prior to the Closing Date, to provide all documentation and other information required about each of the Company Group Members as is reasonably requested in writing by Governmental Authorities Buyer at least ten (10) Business Days prior to the Closing Date which is in connection with the Financing under and relates to applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, ) and in each case certification regarding beneficial ownership required by the Beneficial Ownership Rule (31 CFR §1010.230); and (vii) to facilitate the execution and delivery (at the Closing) of definitive documents to be executed by the Company Group Members (or any of their respective lenders) related to the Financing as may reasonably be requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the BusinessBuyer.

Cooperation with Financing. The Seller (a) From the date hereof until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, the Company shall, and shall cause its Affiliates the Company’s Subsidiaries to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to cooperate and use commercially reasonable efforts to cause its Representatives the respective officers, employees and advisors, including legal and accounting, of the Company and the Company’s Subsidiaries to provide to Parent, at Parent’s sole expense, such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources reasonable cooperation in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby Financing as is customary and may be reasonably requested by Parent. Such cooperation shall include (the “Financing”), including: without limitation): (i) upon reasonable prior notice, making senior employees participation in a reasonable number of the Seller available to (A) participate in, meetings and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to presentations with prospective lenders and identifying any portion of such information that constitutes materialrating agencies, non-public information regarding (ii) assistance with the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for rating agency meetings with rating agencies; (ii) providing and bank information memoranda, authorization letters, payoff documentation related to the Buyer with such information as is reasonably available Credit Documents and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financingother debt and/or liens that are to be paid and/or released at Closing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to participation by senior management of the Buyer Company in the Buyernegotiation of the Debt Documents (including using commercially reasonable efforts to deliver information regarding the Company and Company’s preparation or filing of security Subsidiaries necessary for schedules and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior certificates to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters delivered in connection with the Financing), (civ) provide or do anything that would result in any material disruption (A) delivering a customary payoff letter, executed by each party thereto, with respect to the operations Funded Debt, (B) assisting with the preparation of such documentation as may be required to evidence the release of Liens securing the Funded Debt, and (C) delivering customary “know your customer” and Patriot Act documentation that Parent has requested at least 10 Business Days prior to the Closing Date, as may be required to satisfy a Financing Condition, (v) delivering to Parent (x) unless the conditions set forth in Article IX are satisfied or management waived (other than those conditions that by their terms are to be satisfied at the Closing) prior to May 15, 2015, an unaudited consolidated balance sheet and related statement of income and cash flows of the BusinessCompany and its Subsidiaries for the fiscal quarter ended March 31, 2015 (dthe “Required Financial Information”) incur and (y) such other financial and other pertinent information regarding the Company and the Company’s Subsidiaries as may be reasonably requested by Parent on or prior to March 31, 2015 and that is customarily needed for financings of the type contemplated by the Debt Commitment Letter, other than financial statements (except for the financial statements described in clause (x) above) and any information the disclosure of which is restricted by applicable Law, national security requirements or other confidentiality obligation (together with the Required Financial Information, the “Required Information”), and (vi) using commercially reasonable efforts to satisfy the Financing Conditions set forth in paragraph 3 of Exhibit D to the Debt Commitment Letter to the extent the satisfaction of such conditions is within the control of the Company or any of the Company’s Subsidiaries; provided, however, that if the Company believes in good faith that it has delivered the Required Information to Parent, it may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case the Required Information will be deemed to have been delivered to Parent (and the Financing Sources that are a party to the Debt Commitment Letter on the date hereof) at the time specified in such notice unless the Parent believes in good faith that the Company has not completed the delivery of the Required Information and, within two Business Days after the delivery of such notice, delivers a written notice to the Company to that effect stating with specificity what Required Information has not been delivered; provided further, that the Company shall only be obligated under this Section 6.4(a) to deliver such financial statements and information to the extent they may be reasonably obtained from the books and records of the Company and the Company’s Subsidiaries without undue effort or expense for and in no event shall the Required Financial Information be deemed to include or shall the Company otherwise be required to provide pro forma financial statements or pro forma adjustments related to the Financing; provided, further, that the Company shall not be required to provide, or cause its Subsidiaries to provide, cooperation under this Section 6.4(a) that: (A) unreasonably interferes with the ongoing business of the Company or any of the Company’s Subsidiaries; (B) causes any representation or warranty of the Company in this Agreement to be breached; (C) causes any closing condition set forth in Article IX to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which Seller the Company or any of the Company’s Subsidiaries is a party; or (D) (without limiting the obligation set forth in Section 6.4(a)(iv) above) requires the Company, any of the Company’s Subsidiaries or their respective directors, officers, managers or employees to execute and deliver or enter into, or perform, any agreement, including any commitment letter and any Debt Documents with respect to the Financing prior to the Closing, and the Board shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained prior to the Closing. In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information pursuant to this Section 6.4(a) that is not reimbursed by Buyer currently readily available to the Company or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding the Company’s Subsidiaries on the Seller date hereof or is not otherwise prepared in the ordinary course of business of the Company or the BusinessCompany’s Subsidiaries at the time requested by Parent or for the failure to obtain review of any financial or other information by its accountants.

Cooperation with Financing. The (a) Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees management and other Senior Employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials for (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for ), meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) requesting independent accountants for Seller to be available to Buyer’s prospective financing sources to answer questions, subject to such conditions as may be required by such accountants; (iii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iiiiv) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (ivv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (vvi) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (vvi) above, prior to the Closing, Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement document that is effective earlier than the Closing Date or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) to provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

Cooperation with Financing. The (a) Prior to the Closing, Seller shall, and shall cause its Affiliates tothe Transferred Entities and their respective officers, at the Buyer’s cost, use commercially reasonable efforts employees and advisors (including legal and accounting) to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) Buyers as may reasonably be reasonably requested by the Buyer or Buyer’s prospective financing sources Buyers in connection with obtaining the arrangement of the financing for the consummation of Debt Financing necessary to complete the transactions contemplated hereby (hereby, including the “Financing”), includingfollowing: (i) providing to Buyers and their Financing Sources the Required Financial Information; (ii) at reasonable times and upon reasonable prior notice, making senior employees participating in a reasonable number of the Seller available road shows, meetings, due diligence sessions and similar presentations to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources lenders, investors and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (iiiii) providing using reasonable best efforts to facilitate the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request pledging of Buyer in connection with the Financing, except collateral as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to under the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Debt Financing; (iv) requesting releases taking all actions reasonably requested to facilitate arrangements for the termination and discharge as of Encumbrances the Closing Date of any Indebtedness of the Transferred Entities of the type described in Section 1.2(c), including obtaining customary release letters and pay-off letters in accordance with the terms hereoflien terminations; and (v) furnishing Buyers and their Financing Sources promptly (but in any event at least five (5) Business Days prior to the Buyer and its financing sources promptly Closing Date) with all documentation and other information required by Governmental Authorities in connection with the Financing regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act, and in each case that has been requested by Buyer the Financing Sources in writing connection with securing the Debt Financing; and (vi) causing the taking of corporate and other actions by the Companies necessary or reasonably advisable to permit the consummation of the Debt Financing on the Closing Date and to permit the proceeds thereof to be made available to Buyers as of the Closing Date, it being understood and agreed that no later such corporate or other action shall take effect prior to Closing; it being understood that Seller shall have satisfied its obligations set forth in this sentence, other than ten calendar days with respect to its obligations to deliver the Required Financial Information, if Seller shall have used its reasonable best efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Seller consents to the reasonable use of the Transferred Entities’ logos in connection with any Debt Financing in a manner customary for such financing transactions, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any Transferred Entity or the reputation or goodwill of any Transferred Entity or any of such Transferred Entity’s Affiliates. Notwithstanding the foregoing: (1) nothing contained in this Section 4.9 shall require cooperation with Buyers to the extent it would interfere unreasonably with the Business and operations of Seller or the Transferred Entities, encumber any of the assets of Seller or, prior to the Closing, the Transferred Entities, require Seller or, prior to the Closing, the Transferred Entities to pay any commitment or other fee or make any other payment in connection with the Debt Financing prior to the Closing DateDate (unless simultaneously reimbursed by Buyers pursuant to the terms of this Agreement), providedresult in a breach of any contract in effect as of the date hereof, howeveror impose any liability on Seller or, that with respect prior to clauses the Closing, any of the Transferred Entities; and (i2) through none of Seller, any Transferred Entity or any of their respective directors, officers, managers or employees, shall: (vA) above, the Seller will not be required to take any action in the capacity as a member of the board of directors of any of the Transferred Entities to authorize or approve the Debt Financing; (aB) obtain corporate approval for, execute have any liability or become bound by any obligation under any Debt Financing Agreement or any other agreement or document, document related to the Debt Financing; or (bC) deliver be required to incur any certificate or legal opinion (other than delivery of customary authorization letters and representations letters liability in connection with the Debt Financing), provided that clauses (cB) provide or do anything that would result in any material disruption and (C) shall only apply to the operations or management of Transferred Entities prior to the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the BusinessClosing.

Cooperation with Financing. The Seller shallPrior to the Closing, the Company shall and shall cause its Affiliates to, use reasonable best efforts (at the Buyer’s cost, use commercially sole expense for all reasonable efforts to provide such cooperation (including to use commercially reasonable efforts and documented out-of-pocket fees and expenses incurred in connection with this Section 6.7) to cause its Representatives officers, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, lenders, Affiliates and other representatives (“Representatives”) to provide such cooperation) cooperate with Buyer, its Affiliates and their respective Representatives, as may be reasonably requested by the Buyer or Buyer’s prospective financing sources necessary in connection with the arrangement of the financing for Debt Financing as may be customary and reasonably requested by Buyer (provided that such requested cooperation does not unreasonably interfere with the consummation ongoing operations of the transactions contemplated hereby (Company and the “Financing”Subsidiaries), including: including using reasonable best efforts to (i) upon participate at reasonable prior noticetimes in meetings, making senior employees drafting sessions, presentations, road shows, and rating agency and due diligence sessions, (ii) assist Buyer and its debt Financing Sources in the preparation of the Seller available to (A) participate inoffering documents, private placement memoranda, bank information memoranda, prospectuses and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying similar documents for any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources Debt Financing and (B) participate in materials for rating agency presentations, (iii) cooperate with the marketing efforts of Buyer and assist its debt Financing Sources for any portion of the Buyer in the Debt Financing, (iv) cooperate with Buyer’s preparation of customary materials for meetings legal counsel in connection with rating agencies; (ii) providing the Buyer with any legal opinions that such information as is reasonably available and as the Buyer’s prospective financing sources legal counsel may reasonably request of Buyer be required to deliver in connection with the Debt Financing, except as required by Law or to preserve any privilege from disclosure; (iiiv) providing customary assistance to the assist Buyer in obtaining landlord waivers and estoppels, access agreements, non-disturbance agreements, surveys and title insurance as reasonably requested by Buyer or the Financing Sources, (vi) furnish Buyer with customary financial and other information regarding the Company and the Subsidiaries as may be customary for a financing of the type set forth in the Debt Commitment Letter and as may be reasonably requested by Buyer’s preparation , including, but not limited to, the unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company for the later of (A) June 30, 2015 and (B) each subsequent fiscal month after the date hereof which ended at least 45 days before the Closing Date, (vii) executing and delivering any guarantees, pledge and security documents, credit agreements, notes, mortgages, other definitive financing documents or filing other certificates or documents as may be reasonably requested by Buyer, (viii) facilitating the pledging, or the reaffirmation of security and the pledge, of collateral documents necessary effective on or after the Closing (including cooperation in connection with such Financing; the payoff or release of existing Company Debt (ivif requested by Buyer) requesting releases and causing the release of Encumbrances all Liens on the equity interests and pay-off letters in accordance with assets of the terms hereof; and Company), (vix) furnishing the Buyer and its financing sources promptly promptly, but in any event within five (5) Business Days of Closing, with all documentation and other information required by Governmental Authorities in connection with the Financing regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act, and in each case to the extent requested by Buyer in writing no later than ten calendar days (10) Business Days prior to Closing, and (x) facilitating the provision of insurance certificates and endorsements; provided, in each case, that (A) none of the Company or any of the Subsidiaries shall be required to incur any liability in connection with the Debt Financing prior to the Closing, (B) the pre-Closing Board of Directors of the Company and the directors, managers and general partners of the Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (C) no definitive financing documents executed by the Company or any of the Subsidiaries, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing, shall be effective prior to the Closing Date(D) no corporate action to permit or authorize the consummation of the Debt Financing taken by the Company or any of the Subsidiaries shall be effective prior to the Closing, provided, however, that with respect to clauses (iE) through (v) above, none of the Seller will not Company or any of the Subsidiaries shall be required to (a) obtain corporate approval provide, and Buyer shall be solely responsible for, execute (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or become bound by other pro forma adjustments desired to be incorporated into any agreement or documentpro forma financial information, (b2) deliver any certificate description of all or legal opinion any component of the Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (3) projections, risk factors or other than delivery forward-looking statements relating to all or any component of customary authorization letters the Debt Financing, (4) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (5) Compensation Disclosure and representations letters Analysis required by Item 402(b) of Regulation S-K, and (F) Buyer shall indemnify, defend and hold harmless the Company and its Affiliates, and their respective Representatives, from and against any liability, obligation or loss suffered or incurred by them in connection with the arrangement of the Debt Financing, any information provided in connection therewith (other than arising from information provided by the Company or the Subsidiaries) and any misuse of the logos or marks of the Company or the Subsidiaries, except in the event such liabilities, obligations or losses (a) arose out of or result from the fraud, willful misconduct or gross negligence of the Company, any Subsidiary or any of their respective Representatives, or (b) directly resulted from the breach of any of the material obligations of the Company, any of the Subsidiaries or their respective Representatives under this Agreement. Buyer shall promptly, upon written request therefor and reasonable documentation thereof, reimburse the Company and the Subsidiaries for all of its documented reasonable out-of-pocket costs incurred by the Company or any Subsidiary in connection with such cooperation and, to the extent Buyer does not reimburse the Company or the applicable Subsidiary for any such cost or expense on or prior to the date of the Closing, the Company shall be deemed to have a current asset in the amount of such unreimbursed costs and expenses for purposes of the Estimated Working Capital. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 7.2(b), (c) provide or do anything that would result in any material disruption as it applies to the operations or management Company’s obligations under this Section 6.7, shall be deemed satisfied unless the Company has materially breached its obligations under this Section 6.7 and such breach has been a primary cause of the BusinessDebt Financing not being obtained. Subject to Buyer’s indemnification obligations under this Section 6.7, (d) incur any expense for which Seller the Company hereby consents to the use of all of its and the Subsidiaries’ corporate logos in connection with the initial syndication or marketing of the Debt Financing; provided, that such logos are used solely in a manner that is not reimbursed by Buyer intended to or (e) take any action that conflicts with reasonably likely to harm or results in any violation or breach of, or default under any applicable laws or contracts binding on disparage the Seller Company or the BusinessSubsidiaries or the reputation or goodwill of the Company or any Subsidiary.

Cooperation with Financing. The Seller (a) During the Pre-Closing Period, the Company shall, and shall cause its Affiliates Subsidiaries to, at the BuyerParent’s costand Purchaser’s sole cost and expense, use commercially reasonable best efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) cooperate with Parent and Purchaser as may be is reasonably requested by the Buyer or Buyer’s prospective financing sources required and customary in connection with the arrangement of the financing for the consummation Financing (which may include cooperation in respect of the transactions contemplated hereby (the “Financing”matters relating to Parent’s, Purchaser’s or their respective Affiliates’ existing credit facilities), including: , without limitation, in (i) upon reasonable prior notice, making senior employees of assisting with the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials and syndication materials, rating agency presentations and similar materials, (including ii) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or sources of financing, (iii) assisting with the preparation and identifying any portion negotiation of definitive financing documentation reasonably requested by Parent and Purchaser for the Financing, (iv) delivering to Parent and Purchaser a one-time update to unaudited financial statements of the Company and its Subsidiaries covering a requested monthly period on or prior to the twentieth (20th) Business Day following the last day of such requested monthly period, (v) providing to Parent and Purchaser and their Financing Sources all documentation and other information reasonably requested at least ten Business Days prior to the Closing with respect to the Selling Shareholders and the Company and 50 its Subsidiaries in connection with applicable “know your customer,” anti-money laundering or anti-terrorist financing policies of such Financing Source or rules and regulations relating thereto, including the USA PATRIOT Act, (vi) assisting in the replacement, cash collateralization or backstop as of, but not effective before, the Closing, of any outstanding letters of credit issued for the account of the Company or any of its Subsidiaries, (vii) providing such reasonable assistance that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) may be requested by Parent and Purchaser in order for meetings with prospective financing sources Parent and Purchaser to prepare pro forma financial statements and projections requested by any Financing Source and (Bviii) participate in executing and assist delivering as of, but not effective before, the Buyer in Closing, any necessary definitive financing documents or other certificates or documents (including a pledge agreements, security agreements and other customary security documents) as may reasonably be requested by Parent or Purchaser; provided, however, neither the Buyer’s Company nor any of its Representatives will be required to provide any information or assistance with respect to (A) the preparation of customary materials for meetings with rating agenciespro forma financial statements and forecasts of financing statements relating to: (I) the determination of the proposed aggregate amount of the Financing, the interest rates thereunder or the fees and expenses relating thereto; or (iiII) providing the Buyer with such determination of any post-Closing or pro forma cost savings, synergies or other pro forma adjustments desired to be incorporated into any information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer used in connection with the Financing, except as (B) projections, risk factors or other forward-looking statements relating to any component of the Financing, (C) subsidiary financial statements or any other information of the type required by Law Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, (D) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K of the Securities Act or (E) any financial information related to preserve Parent, Purchaser or any privilege from disclosure; (iii) providing customary assistance of their respective Subsidiaries or any adjustments that are not directly related to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management acquisition of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the BusinessCompany.

Cooperation with Financing. The Seller shall, and shall cause its Affiliates each member of the Subject Company Group to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation reasonably cooperate with Purchaser (including to and use commercially reasonable efforts to cause its Representatives Gxxxx Xxxxxxxx LLP to reasonably cooperate with Purchaser) in connection with the consummation and syndication of the debt financings undertaken by Purchaser in connection with the transactions contemplated hereby and in connection with the preparation of written offering materials used to complete such financings, to the extent information contained therein relates to the Seller or any member of the Subject Company Group, which cooperation shall include (i) providing reasonable and customary management and legal representations to Gxxxx Xxxxxxxx LLP and (ii) arranging for employees of the Subject Company Group to participate in such presentations, road shows and due diligence meetings as may reasonably be required in relation to such financing. Without limiting the foregoing, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to (i) deliver to Purchaser as soon as practical and in any event on or before May 15, 2003, the Financial Information in a form that complies with Regulation S-X and (ii) deliver to Purchaser true and complete copies of the unaudited combined balance sheet of the Subject Company Group for each calendar quarter after December 31, 2002 and the related combined statements of operations, changes in shareholder’s equity and cash flows for the period beginning January 1, 2003 and ending on such quarter end date, together with the financial statements for the corresponding period in the preceding fiscal year (collectively, the “Updated Interim Financial Statements”) as soon as practical an in any event within forty-five (45) days of the end of such calendar quarter (it being understood by the Parties hereto that Purchaser shall use commercially reasonable efforts to cause Ernst & Young, accountants for the Purchaser, at Purchaser’s expense, to provide such cooperation) reasonable assistance to the members of the Subject Company Group as may be reasonably requested by Seller to help expedite this process). Prior to delivery by Seller to Purchaser of such Updated Interim Financial Statements, Seller shall use commercially reasonable efforts to cause Gxxxx Xxxxxxxx LLP to perform a SAS-71 review with respect to such Updated Interim Financial Statements. Purchaser shall promptly reimburse Seller for the Buyer or Buyer’s prospective financing sources reasonable fees, costs and expenses of Gxxxx Xxxxxxxx LLP incurred in connection with creating the arrangement Updated Interim Financial Statements and any SAS-71 review. Unless otherwise agreed, such Updated Interim Financial Statements shall be prepared in accordance with U.S. GAAP, applied on the same basis as the Financial Information delivered pursuant to Section 4.6 hereof, shall present fairly in all material respects the combined financial position, results of operations and cash flows of the financing Subject Company Group for the consummation periods and dates covered thereby (subject to normal and recurring year end adjustments and the absence of notes) and will comply in all material respects with the requirements of Regulation S-X. Seller shall use commercially reasonable efforts to cause Gxxxx Xxxxxxxx LLP to (i) provide the Purchaser, at Purchaser’s expense, with all opinions and consents (including, without limitation, audit reports) with respect to the financial statements of the transactions contemplated hereby Business and/or the Subject Companies and the Subject Subsidiaries necessary for inclusion in any offering memoranda prepared in connection with any offering of securities pursuant to Rule 144A promulgated under the Securities Act, or for the completion of filings with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended (the “FinancingSecurities Exchange Act”), including: (i) upon reasonable prior noticeuntil such time as such financial statements, making senior employees of opinions and consents are no longer required to be included in such filings by the Seller available to (A) participate inSecurities Act, the Securities Exchange Act or the rules and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders regulations promulgated thereunder and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyerprovide, at Purchaser’s prospective financing sources may reasonably request of Buyer in connection with the Financingexpense, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Businesscomfort letters.”

Cooperation with Financing. The Seller shall(a) During the Interim Period, the Partnership shall use its reasonable best efforts to provide, and shall cause use its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable best efforts to cause its Subsidiaries and its and their respective Representatives to provide such cooperationuse their reasonable best efforts to provide, all cooperation and assistance necessary or customary for financings of the type contemplated in the Debt Commitment Letter to Parent and its Affiliates and its Representatives in connection with the Debt Financing, including all cooperation and assistance reasonably requested by Parent, its Affiliates or their respective Representatives (including the Debt Financing Sources), including to use reasonable best efforts to (i) participate in a reasonable number of meetings, drafting sessions, presentations, road shows, rating agency meetings and due diligence sessions (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management, representatives or advisors, with appropriate seniority and expertise, of the Partnership), in each case, upon reasonable advance notice and at mutually agreeable dates and times, (ii) furnish on a confidential basis to Parent and its Representatives (including the Debt Financing Sources) as promptly as reasonably practicable upon request with financial and other information regarding the Partnership and its Subsidiaries as may reasonably be requested by Parent or any of the Debt Financing Sources and customary to be included in marketing materials for similar types of financing (the information described in this clause (ii), the “Required Information”), (iii) assist Parent and its Representatives (including the Debt Financing Sources) in its preparation of offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents for any portion of the Debt Financing, including the marketing and syndication thereof, as applicable (the “Offering Documents”), (iv) subject to the occurrence of the Closing and the closing of the Debt Financing, assist in facilitating the pledging of collateral in respect of the Debt Financing effective on or after the Closing, including executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents and assisting in preparing schedules thereto as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”)Parent, including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer furnish to Parent and its sources of financing sources promptly with all documentation and other customary information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act, and in each case requested by Buyer in writing no later than ten calendar days at least three (3) Business Days prior to the Closing Date, to the extent requested at least ten (10) Business Days prior to the Closing Date, (vi) facilitate the provision of insurance certificates as may be reasonably requested by Parent or its Representatives, (vii) take all actions, subject to the occurrence of the Closing and the closing of the Debt Financing, reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available on the Closing Date, (viii) use reasonable best efforts to obtain consents as reasonably requested by Parent as necessary and customary for financings similar to the Debt Financing, (ix) subject to the occurrence of the Closing and the closing of the Debt Financing, assist Parent in connection with the preparation of and executing such definitive financing documents and agreements (including the schedules and exhibits thereto) and such other customary documents (including officer’s certificates) as may be reasonably requested by Parent and (x) obtain customary payoff letters (including the payoff letters with respect to any Closing Indebtedness to be repaid pursuant to Section 2.10(c)(ii)) and customary instruments of discharge and termination of all Indebtedness and Liens, as reasonably requested by Parent; provided, however, that with respect to clauses (i) through (v) above, the Seller will Partnership shall not be required to (a) obtain corporate approval forprovide information or otherwise engage in activities in violation of the professional standards applicable to the Partnership, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery including the AICPA Code of customary authorization letters Professional Conduct. The Partnership hereby consents to the use of its and representations letters its Subsidiaries logos solely in connection with the marketing and syndication of the Debt Financing); provided, however, that (cx) provide such logos are used solely in a manner that is not intended nor reasonably likely to harm or do anything that would result disparage the Group Companies or the reputation or goodwill of the Group Companies and their respective marks and (y) Parent’s sources of financing shall obtain no rights whatsoever in any material disruption such logos prior to Closing. The Partnership hereby consents to the operations or management use of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results Required Information on and subject to the terms and conditions set forth in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the BusinessSection 5.15.

Cooperation with Financing. The Seller shallCompany shall use its commercially reasonable efforts to provide and cause its Subsidiaries to provide, and shall cause its Affiliates toand their respective officers, at directors, employees, consultants, accountants, legal counsel, investment bankers, agents and other representatives to provide, all necessary cooperation in connection with the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) Financing as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”)Parent, including: including (i) upon reasonable prior noticeparticipation on a timely basis in meetings, making senior employees of the Seller available to (A) participate indrafting sessions, due diligence, road shows and assist the Buyer in the Buyer’s preparation of customary marketing materials (other presentations, including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings presentations with rating agencies; (ii) providing the Buyer furnishing Parent, Merger Sub and their financing sources as promptly as reasonably practicable with such all financial statements, pro forma statements, business plans, budgets and other pertinent data and information as is reasonably may be available and reasonably requested by Parent or Merger Sub, including of the type as are customary for the Buyer’s prospective financings contemplated by the Financing Letter or necessary for the satisfaction of the conditions set forth in the Financing Letter; (iii) reasonably cooperating with the marketing efforts of Parent and its financing sources for any portion of the financings contemplated by the Financing Letter and assisting Parent and its financing sources in the timely preparation of offering documents, private placement memoranda, prospectuses, bank information memoranda and similar documents and of materials for lender and rating agency presentations; (iv) using commercially reasonable efforts to satisfy the conditions precedent set forth in the Financing Letter (to the extent within the control of the Company or requiring action or cooperation by the Company) and taking all corporate and similar actions reasonably necessary to permit the consummation of the financings contemplated thereby and to permit the proceeds thereof to be made available to the Company; (v) using commercially reasonable efforts to assist Parent in obtaining, and to cooperate with Parent in its efforts to obtain accountants’ comfort letters, legal opinions, solvency opinions, appraisals, surveys, environmental assessments, and title insurance, ratings and other documentation and items relating to the Financing as reasonably requested by Parent and, if requested by Parent, to reasonably cooperate with and assist Parent, Merger Sub or its financing sources in obtaining the foregoing; (vi) executing and delivering any mortgages, pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably request requested by Parent (including a certificate of Buyer the 47 Chief Financial Officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Financing) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness and the release of related Encumbrances); (vii) allowing Parent and its and its lender’s representatives such access as may be reasonably necessary for their property level due diligence and for Parent, Merger Sub or its financing sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and using commercially reasonable best efforts to establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iiiviii) providing customary assistance using commercially reasonable efforts to assist Parent in obtaining, and to cooperate with Parent in its efforts to obtain an estoppel (and any related consent or approval) from the other party to the Buyer Material Lease relating to the Leased Real Property listed in Section 5.15 of the Buyer’s preparation or filing of security and collateral documents necessary in connection with such FinancingDisclosure Schedule; (ivix) requesting releases using commercially reasonable efforts to prepare documents and instruments to remove exceptions on title policies (as reasonable and customary), preparing any conveyance instruments necessary to transfer prior to the Closing record ownership of Encumbrances the Owned Real Estate to the correct legal owner as of the date of this Agreement, and pay-off letters in accordance effecting such conveyances, assisting Parent with its preparation of any necessary transfer documentation with respect to the terms hereofreal properties to be subject to any real estate financings; (x) using reasonable best efforts to provide monthly financial statements within 25 days of the end of each month prior to the Closing Date; and (vxi) furnishing taking such actions to form new subsidiaries (including bankruptcy-remote special purpose entities) to facilitate any real estate financings; provided that none of the Buyer and Company or any of its financing sources promptly with all documentation and Subsidiaries shall be required to pay any commitment or other information required by Governmental Authorities similar fee or incur any other liability in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, Effective Time and provided further that Parent shall be solely responsible for all out-of-pocket expenses of the Company incurred in connection with respect the foregoing. The Company hereby consents to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery use of customary authorization letters its and representations letters its Subsidiaries’ logos in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

Cooperation with Financing. (a) The Seller Company shall, and shall cause its Affiliates each Company Subsidiary to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation reasonably cooperate with Buyer (including to and use commercially reasonable efforts to cause its Representatives PricewaterhouseCoopers LLP to provide such cooperationreasonably cooperate with Buyer) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement consummation and syndication of the financing Debt Financing and in connection with the preparation of written offering materials used to complete such debt financing, to the extent information contained therein relates to the Company and Company Subsidiaries, which cooperation shall include (i) providing reasonable and customary management and legal representations to PricewaterhouseCoopers LLP and (ii) arranging for the consummation employees of the transactions contemplated hereby (Company or the “Financing”)Company Subsidiaries to participate in such presentations, includingroad shows and due diligence meetings as may reasonably be required in relation to such debt financing. Without limiting the foregoing, between the date hereof and the Closing, the Company shall use commercially reasonable efforts to: (i) upon reasonable prior noticedeliver to Buyer as soon as practical and in any event on or before January 20, making senior employees of 2005, the Seller available to (A) participate inconsolidated financial statements for the years ended December 31, 2002 and assist 2003 and for the Buyer nine months ended September 30, 2004 in a form that complies with Regulation S-X promulgated by the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders Securities and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agenciesExchange Commission; (ii) providing deliver to Buyer true and complete copies of the unaudited consolidated statements of operations of the Company and Company Subsidiaries for each calendar month beginning with December of 2004 and ending on the last day of the month in which the Closing Date falls as soon as practicable and in any event within fifteen (15) days of the end of such calendar month; and (iii) deliver to Buyer true and complete copies of the unaudited consolidated balance sheet of the Company and Company Subsidiaries for each calendar quarter after December 31, 2004 and the related consolidated statements of operations and retained earnings, comprehensive income and cash flows for the period beginning January 1, 2005 and ending on such quarter end date, together with the financial statements for the corresponding period in the preceding fiscal year (collectively, the “Updated Interim Financial Statements”) as soon as practicable and in any event within forty-five (45) days of the end of such calendar quarter. The Company shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP to perform a SAS-100 review with respect to the consolidated financial statements for the nine months ended September 30, 2004 and the Updated Interim Financial Statements (which SAS-100 review shall occur prior to delivery by the Company to Buyer of such Updated Interim Financial Statements). Unless otherwise agreed, such Updated Interim Financial Statements shall be prepared in accordance with GAAP, applied on the same basis as the financial information delivered pursuant to Section 3.6 hereof, shall fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company for the periods and dates covered thereby (subject to normal and recurring year end adjustments and the absence of notes) and will comply in all material respects with Regulation S-X promulgated by the Securities and Exchange Commission. The Company shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP to (i) provide Buyer with such information as is reasonably available all opinions and as consents (including audit reports) with respect to financial statements of the Buyer’s prospective financing sources may reasonably request of Buyer Company and Company Subsidiaries necessary for inclusion in any offering memoranda prepared in connection with any offering of securities pursuant to Rule 144A promulgated under the FinancingSecurities Act, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to for the Buyer in the Buyer’s preparation or filing completion of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance filings with the terms hereof; Securities and Exchange Commission under the Securities Act and the Securities Exchange Act of 1934, as amended, until such time as such financial statements, opinions and consents are no longer required to be included in such filings by the Securities Act, the Securities Exchange Act or the rules and regulations promulgated thereunder and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (cii) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Businessnecessary “comfort letters.”

Cooperation with Financing. The Seller STC shall, and shall cause its Affiliates the Company and New SLB Mexico to, at and Holdings shall, and shall cause each member of the Buyer’s costSeller Group and the Joint Venture to, use commercially reasonable efforts to provide such cooperation reasonably cooperate with the Purchasers (including to and use commercially reasonable efforts to cause its Representatives PricewaterhouseCoopers to provide such cooperationreasonably cooperate with the Purchasers) as may be reasonably requested by to the Buyer or Buyer’s prospective financing sources extent necessary in connection with the arrangement consummation and syndication of the financing for debt financings undertaken by the consummation of Purchasers in connection with the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financingpreparation of written offering materials used to complete such financings; provided that such materials such comply with Section 5.21, except as required by Law or to preserve any privilege from disclosure; which cooperation shall include (iiii) providing reasonable and customary assistance management and legal representations to PricewaterhouseCoopers and (ii) arranging (to the Buyer extent requested in writing by Itron) for employees of the Buyer’s preparation or filing of security Business to participate in such presentations, road shows and collateral documents necessary due diligence meetings as may reasonably be required in connection with relation to such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance financing. The Purchasers agree to give due regard to minimizing interference with the terms operations, activities and employees of the Business. Without limiting the foregoing, between the date hereof and the Closing, STC shall use commercially reasonable efforts to (i) deliver to Itron as soon as practical and in any event on or before the date that is fifteen (15) days from the date hereof; , the Financial Statements in a form that complies with Regulation S-X and (vii) furnishing deliver to Itron true and complete copies of the Buyer unaudited combined balance sheet of the Business for each calendar quarter after December 31, 2002 that ends at least forty-five (45) days prior to such consummation and its financing sources promptly with all documentation and other information required syndication of the debt financings undertaken by Governmental Authorities the Purchaser in connection with the Financing under applicable transactions contemplated hereby and the related combined statements of operations, changes in shareholder’s equity and cash flows for the period beginning January 1, 2003 and ending on such quarter end date, together with the comparable financial information for the corresponding period in the preceding fiscal year (collectively, the “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, Updated Interim Financial Statements”) as soon as practical and in each case requested by Buyer in writing no later than ten any event within thirty (30) days after the date hereof or for any calendar days quarter that ends after the date hereof and prior to the Closing DateDate within forty-five (45) days after the end of such calendar quarter. Prior to delivery by STC to Itron of such Updated Interim Financial Statements, provided, however, that STC shall use commercially reasonable efforts to cause PricewaterhouseCoopers to perform a SAS-100 review with respect to clauses such Updated Interim Financial Statements. The Purchasers shall promptly reimburse STC for the fees, costs and expenses incurred in connection with delivering the Financial Statements in a form that complies with Regulation S-X, creating the Updated Interim Financial Statements and any SAS-100 review. Unless otherwise agreed, such Updated Interim Financial Statements shall present fairly, in accordance with GAAP, applied on the same basis as the Financial Statements attached as Schedule 3.4(a) hereto in all material respects, the combined financial position, results of operations and cash flows of the Business for the periods and dates covered thereby (subject to normal and recurring year end adjustments and the absence of notes) and will comply in all material respects with the requirements of Regulation S-X. STC shall use commercially reasonable efforts to cause PricewaterhouseCoopers to (i) through provide the Purchasers, at the Purchasers’ expense, with all opinions and consents (vincluding, without limitation, audit reports) abovewith respect to the financial statements of the Business and/or members of the Seller Group, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by Company and their Affiliates necessary for inclusion in any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters offering memoranda prepared in connection with any offering of securities pursuant to Rule 144A promulgated under the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach ofSecurities Act, or default for the completion of filings with the SEC under any applicable laws or contracts binding on the Seller Securities Act and the Securities Exchange Act until such time as such financial statements, opinions and consents are no longer required to be included in such filings by the Securities Act or the BusinessSecurities Exchange Act and (ii) provide, at the Purchasers’ expense, any customary “comfort letters.”

Cooperation with Financing. The (a) Prior to the Closing, at Buyer’s expense to the extent subject to the expense reimbursement provisions in Section 5.22(b), Seller shall, and shall cause the Group Companies to, shall use its reasonable best efforts to cause its Affiliates to, at the Buyer’s cost, and shall use commercially its reasonable efforts to provide such cooperation (including to use commercially reasonable best efforts to cause its and their respective Representatives to, use its reasonable best efforts to provide such cooperation) cooperate with Buyer as necessary in connection with the arrangement or obtaining of the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing as may be reasonably requested by Buyer, including (i) causing the Buyer management of the Business, with appropriate seniority and expertise, to assist in preparation and participate at reasonable times in a commercially reasonable number of management and other meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or Buyer’s agents for, and prospective financing sources lenders and buyers of, the Debt Financing), drafting sessions, presentations, road shows, and rating agency presentation and other due diligence sessions, in each case, upon reasonable advance notice, in connection with the arrangement Debt Financing or any high- yield bonds being issued in lieu of all or a portion of the financing for Debt Financing, (ii) furnishing Buyer and the consummation Debt Financing Sources, as promptly as practicable, with the Required Information, (iii) assisting in the preparation of and, in the case of the transactions contemplated hereby Group Companies, executing and delivering the Debt Financing Agreements and any other credit agreements, indentures, notes, guarantees, pledge and security documents, hedging arrangements, other definitive financing documents and other certificates or documents and back up therefor and for legal opinions that need to be executed and delivered prior to the Closing as may be reasonably requested by Buyer or the Debt Financing Sources and otherwise reasonably facilitating the granting of guarantees and the pledging of collateral required in connection with the Debt Financing, (iv) causing the 64 management of the Business, with appropriate seniority and expertise, to assist Buyer and the Debt Financing Sources with the preparation of materials for customary offering documents, bank information memoranda and related lender presentations, materials for rating agency presentations, any high-yield offering memorandum and roadshow presentations, bridge teasers, private placement memoranda and other similar marketing material or memoranda required in connection with the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing (collectively, the “FinancingDebt Marketing Materials”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to including (A) participate infurnishing business and financial projections reasonably requested by Buyer, and assist (B) furnishing records, data or other information necessary to support any statistical information or claims relating to the Buyer Business appearing in the Buyer’s preparation Debt Marketing Materials and (C) executing and delivering a certificate of customary marketing materials the chief financial officer (or other comparable officer) of the Business with respect to financial information (including providing pro forma financial information ) of the Group Companies included in the Debt Marketing Materials to the extent such financial information is not covered by the independent auditor’s comfort letter, (v) (A) executing and delivering customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-investors (including customary 10b-5 and material non- public information regarding the Seller or its subsidiaries or their respective securitiesrepresentations) for meetings with prospective financing sources and (B) participate facilitating the independent auditors of the Business to (1) provide, consistent with customary practice, customary comfort letters (including “negative assurance” and change period comfort) and consents, together with drafts of such comfort letters that the independent auditors of the Business are prepared to deliver upon “pricing” and closing of any high-yield bonds being issued in lieu of all or a portion of the Debt Financing, and assist causing such independent auditors to deliver such comfort letters upon the “pricing” and closing of any such high-yield bonds, with respect to financial information relating to the Business, as reasonably requested by Buyer or the Debt Financing Sources, as necessary or customary for financings similar to the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing and (2) attend accounting due diligence sessions and drafting sessions at reasonable times in a commercially reasonable number of meetings, (vi) using reasonable best efforts to cooperate with Buyer and Buyer’s preparation of customary materials for meetings with rating agencies; efforts to obtain corporate and facilities ratings and any necessary consents, (iivii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection using reasonable best efforts to cooperate with the FinancingDebt Financing Sources in their efforts to benefit from the existing lending relationships of the Business, except as (viii) using reasonable best efforts to cooperate with Buyer to satisfy the conditions precedent to the Debt Financing to the extent within the control of Seller or the Group Companies, (ix) delivering notices of prepayment, termination or redemption within the time periods required by Law the relevant agreements governing all Indebtedness required to be paid, satisfied and discharged pursuant hereto (provided, however, that Seller or the Group Companies shall not be obligated to preserve deliver any privilege from disclosure; (iii) providing customary assistance such notices prior to the Closing that are not conditioned upon the occurrence of the Closing) and (x) furnishing Buyer and the Debt Financing Sources promptly, and in any event no later than three Business Days prior to the Buyer’s preparation Closing Date, with all documentation and information that any lender, provider, arranger or filing trustee for the Debt Financing or any high-yield bonds issued in lieu of security and collateral documents necessary all or a portion of the Debt Financing has reasonably requested at least ten Business Days prior to the Closing Date in connection with such Financing; (iv) requesting releases Debt Financing or any high-yield bonds issued in lieu of Encumbrances and pay-off letters in accordance with all or a portion of the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot U.S.A. PATRIOT Improvement and Reauthorization Act, Title III of Pub. L.107-56 (signed into law October 26, 2001, as amended from time to time) and in each case requested the Customer Due Diligence Requirements for Financial Institutions issued by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.U.S. Department 65

Cooperation with Financing. The Seller Sellers shall, and shall cause its Affiliates their Affiliates, the Companies and the Subsidiaries to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation cooperate with Purchaser (including to and use commercially reasonable efforts to cause its Representatives the independent accounting firm retained by Sellers and the Companies to provide such cooperationcooperate with Purchaser) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement syndication of the financing for the consummation of debt financings undertaken by Purchaser in connection with the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financingpreparation of written offering materials used to complete such financings, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer extent information contained therein relates to Sellers, the Companies or the Subsidiaries. In connection with the foregoing, Sellers shall promptly deliver to Purchaser such combined interim financial statements (including notes thereto) of the Rexnord Business as may reasonably be requested by Purchaser for inclusion in such offering materials. Unless otherwise agreed, such interim financial statements shall be in Useable Form. Sellers specifically acknowledge that they shall use commercially reasonable efforts to provide the Buyer’s preparation Requisite June Financial Information in Useable Form on or filing before October 15, 2002. Invensys shall use its best efforts to cause Ernst & Young LLP to provide Purchaser, at Purchaser's expense, with all opinions and consents (including, without limitation, audit reports) with respect to the financial statements of security the Companies and collateral documents the Subsidiaries necessary for inclusion in any offering memoranda prepared in connection with such Financing; (iv) requesting releases any offering of Encumbrances and pay-off letters in accordance securities pursuant to Rule 144A promulgated under the Securities Act, or for the completion of filings with the terms hereof; Securities and Exchange Commission (vthe "SEC") furnishing under the Buyer Securities Act and its financing sources promptly with all documentation the Securities Exchange Act of 1934, as amended (the "SECURITIES EXCHANGE ACT"), until such time as such financial statements, opinions and other information consents are no longer required to be included in such filings by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering Securities Act, the Securities Exchange Act or the rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Businessregulations promulgated thereunder.