Common use of Debt Financing Cooperation Clause in Contracts

Debt Financing Cooperation. Prior to the Closing, Seller shall, shall cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, use commercially reasonable efforts to provide such customary cooperation as is reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not (a) require Seller, Tribune or any of their respective Subsidiaries to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as of the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation shall be required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiary.

Debt Financing Cooperation. Prior to the Closing, Seller shallthe Company agrees to, shall and to cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, use commercially reasonable efforts to provide (in each case, at the sole cost of the Parent, GT Topco and Merger Sub), Parent, GT Topco and Merger Sub with such reasonable and customary cooperation and assistance with the Debt Financing as is may be reasonably requested by Buyer Parent, GT Topco and Merger Sub, including (i) assisting with the preparation of customary materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the arrangement Debt Financing and (ii) furnishing Parent and the Lenders with copies of financial statements of the Debt Financing (Company that the Company has provided, or is required to provide at such specified times pursuant to Section 6.2 of the Existing Credit Agreement; provided that (A) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (aB) require Sellernone of the Securityholders, Tribune the Company or any of their respective its Subsidiaries shall be required to (1) deliver or cause the delivery of any legal opinions or accountants’ cold comfort letters or reliance letters or any certificate as to solvency or any other certificate necessary for the Debt Financing (other than a certificate from an appropriate officer on behalf of the Company regarding the accuracy of the financial metrics of the Company with respect to EBITDA and gross revenue that appear in the prospectus or offering memorandum for the Debt Financing which shall be in customary form for transactions similar to the offering), (2) give any indemnities in connection with the Debt Financing, (3) provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged, (4) take any action that would will conflict with or violate its organizational documents or any applicable Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiariesof, or default under, (with or without notice or lapse of time, or both) any Contract agreement to which such Person the Company or any of its Subsidiaries is a party or (5) pay any cost, expense or commitment or other similar fee or incur any other liability in connection with the Debt Financing. Parent, GT Topco and Merger Sub agree that nothing in this Agreement will require the execution or delivery or, entry into or performance by the Company or any of its Subsidiaries or their respective directors, officers, managers, employees or Securityholders of any agreements, documents or instruments, including any Debt Financing Agreements, in connection with the Debt Financing. Nothing in this Agreement will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 4.12 or any other provision of this Agreement that could reasonably be expected to result in personal liability to such officer or Representative, or (B) the members of the Board and the directors and managers of the Company and the Company Subsidiaries as of the date hereof to approve any financing or (b) result in any officerContracts, manager documents or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days instruments related thereto prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing DateEffective Time. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation unless the Company has willfully and materially breached is obligations pursuant to this Section 4.12, the failure by the Company to comply with Section 4.12 shall be required to the extent that it would require Seller, Tribune or not result in a failure of any of their respective Subsidiaries to take any action that the conditions set forth in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries Section 5.1 or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail Section 5.2 to be satisfied (or otherwise cause result in any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries corresponding termination right in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiaryArticle VI).

Debt Financing Cooperation. Prior to the Closing, Seller shall, shall cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, use commercially reasonable efforts to provide such customary cooperation as is reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not (a) require Seller, Tribune or any of their respective Subsidiaries to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as of the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation shall be required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-of- pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiary.

Debt Financing Cooperation. Prior to the Closing, Seller shallshall use its commercially reasonable efforts to provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger AgreementAcquired Companies) to cause Tribune and its Subsidiaries to, and their respective representatives to use commercially reasonable efforts to provide provide, such customary cooperation as is reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not (a1) require Seller, Tribune Seller or any of their respective its Subsidiaries (including the Acquired Companies) to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiariesits Subsidiaries (including the Acquired Companies), or default under, any Contract contract or agreement to which such Person is a party as of the date hereof or (b2) result in any officer, manager or director of Seller, Tribune Seller or any of their respective its Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved]to the extent reasonable, participate in a reasonable number of meetings (including meetings with prospective lenders), presentations, road shows, drafting sessions and due diligence sessions, including using commercially reasonable efforts to coordinate direct contact between senior management and the independent auditors of Seller and the Acquired Companies on the one hand, and the actual and potential lenders, on the other hand and sessions with rating agencies, at reasonable times and with reasonable advance notice, (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably deemed necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)information) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune Seller and their respective its Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets Equity Interests and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, of the Closing and (vii) provide at least three five (35) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1i) no such cooperation shall be required to the extent that it would require Seller, Tribune none of Seller or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities its Affiliates (other than, by any station managers who will continue to be employed by Buyer after than the Acquired Companies at and following the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3ii) no obligation of any Acquired Company under any document, certificate or instrument executed pursuant to this Section 5.4 shall be effective until the Closing, and (iii) none of Seller, Tribune Seller or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee its Affiliates shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune Seller or any of their respective Subsidiaries its Affiliates in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.75.4. All non-public or other confidential information provided by Seller, Tribune Seller or any of their respective Subsidiaries its representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality AgreementNDA, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers purchasers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (xi) agree to be bound by the Confidentiality Agreement NDA as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement NDA or (yii) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiary.

Debt Financing Cooperation. Buyer agrees not to amend, supplement or modify, or enter into any agreements, side letters or arrangements relating to, the Equity Commitment Letter without the prior written consent of each Seller (such consent not to be unreasonably withheld, conditioned or delayed). Sellers acknowledge that Buyer’s immediate parent entity intends to obtain unsecured debt financing to finance a portion of the purchase price hereunder (and such financing, if Buyer obtains it, shall be in accordance with the terms set forth on Schedule 6.10), which may include, registered or private notes, syndicated loans and/or bank or other credit or debt facilities of any kind (and commitments in respect thereof) (collectively, the “Proposed Financing” and the arrangers, lenders, holders or other providers of such Proposed Financing, the “Financing Sources”). Buyer acknowledges and agrees that neither the completion of the Marketing Period nor the obtaining of the Proposed Financing shall constitute a condition to its obligation to close the transactions contemplated by this Agreement. Prior to the Closing (or until the earlier termination of this Agreement in accordance with Section 9.1), each Seller shall promptly notify Buyer if such Seller has Knowledge that an Audit Event has occurred. Prior to the Closing, at Buyer’s sole expense (and in the case of Plains Seller, subject to Plains Seller’s rights under the LLC Agreement), each Seller shall, and shall cause its Subsidiaries Affiliates and the Company to and use its commercially reasonable efforts to cause its Representatives (including legal and accounting representatives) to, and shall use its in each case, on a timely basis, upon the reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries torequest of Buyer, use commercially reasonable efforts to (i) provide such customary cooperation as is reasonably requested by Buyer operational, financial and technical information, including the Required Information, (ii) cooperate in connection with both (A) the arrangement of the Debt Proposed Financing as may be reasonably necessary in connection therewith and (provided B) the Financing Sources’ due diligence requests with respect to information of the Company, to the extent customary; provided, however, that nothing herein shall require such requested cooperation does not (a) require Sellerto the extent it would interfere unreasonably with the ongoing operations of Sellers, Tribune the Company or any of their respective Subsidiaries Affiliates or Representatives or would require any such Person to take violate any Law or agreement to which it is a party. Buyer shall indemnify and hold harmless each Seller and the Company and their respective Affiliates and each of their respective directors, officers, employees and representatives, from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties imposed on, sustained, suffered or incurred by, or asserted against, any of them, relating to, arising out of or resulting from the Proposed Financing (including any action taken in accordance with this Section 6.10) and any information utilized in connection therewith to the fullest extent permitted by applicable Law, except to the extent that would violate any Laws of the foregoing arise from the bad faith, gross negligence or would result in a violation willful misconduct of such Seller or breach by Seller Tribune the Company or any of their respective SubsidiariesAffiliates, directors, officers, employees or default underrepresentatives, any Contract as applicable (except that the foregoing indemnity shall not apply to Losses for which such Person Seller is a party as of obligated to indemnify the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liabilityBuyer Indemnified Parties pursuant to Section 10.2(a)), including by using commercially reasonable efforts to: (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the foregoing obligations shall survive termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Datethis Agreement. Notwithstanding anything in this Agreement to the contrary, In no event shall (1) no such cooperation shall a Seller be required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and or (42) none Buyer be relieved of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required its obligation to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to consummate the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents in connection with the Debt Financing (andClosing, in each case, (A) because of the failure by a Seller to their respective counsel and auditors) deliver, after use of its commercially reasonable efforts to do so long as such Persons (x) agree subject to be bound by its rights under the Confidentiality Agreement as if parties thereto LLC Agreement, any financial or other confidentiality obligations information, including any Required Information, that are substantially similar to those contained is not currently in the Confidentiality possession of such Seller on the date of this Agreement or (yB) are subject due to customary confidentiality arrangementsthe occurrence of an Audit Event; provided, however, that if and to the extent either Seller is otherwise in breach of this Agreement or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiaryotherwise relieved of its obligation to consummate the Closing, the foregoing does not modify or override such other rights or the respective provisions.

Debt Financing Cooperation. (a) Prior to the ClosingClosing Date, Seller shallILG shall provide, and shall cause each of its Subsidiaries tosubsidiaries to provide, and shall use its reasonable best efforts (including by seeking to enforce have each of its rights under the Merger Agreement) to cause Tribune and its Subsidiaries tosubsidiaries’ respective Representatives, in each case, to use commercially their respective reasonable best efforts to provide such customary provide, in each case, to MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub, at MVW’s sole expense, all cooperation as is reasonably requested by Buyer the MVW Entities and necessary in connection with the arrangement of the MVW Debt Financing (provided that such requested cooperation does not (a) require Sellersolely for the purposes of this Section 5.15, Tribune the term “MVW Debt Financing” shall be deemed to include customary high-yield non-convertible debt securities offerings, term loans or revolving commitments to be issued or incurred in lieu of all or a portion of any of their respective Subsidiaries to take any action that would violate any Laws or would result in a violation or breach bridge facility contemplated by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as of the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liabilityDebt Commitment Letter), including by using commercially which reasonable best efforts to: shall include (i) [reserved], (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in assisting with the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectusesdocuments, private placement memoranda, bank information memoranda, prospectuses and other customary marketing materials similar documents for any portion of the MVW Debt Financing and (B) definitive documentation materials for rating agency presentations, in each case as they relate to ILG and its subsidiaries, (ii) executing customary authorization letters or management representation letters, as applicable, as they relate to ILG and its subsidiaries, (iii) assisting in promptly furnishing MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub and the MVW Debt Financing Sources with the Required Information and such other customary financial and other pertinent information regarding ILG and its subsidiaries (including their businesses and operations) as may be reasonably requested in writing by MVW to permit MVW to prepare a customary preliminary offering memorandum, final offering memorandum, registration statement, preliminary private placement memorandum, final private placement memorandum or marketing document for use in a customary “road show” relating to the MVW Debt Financing, it being understood that in no event shall ILG or its subsidiaries be required to provide (1) a description of all or any component of the MVW Debt Financing, including any “description of notes,” (2) risk factors relating to all or any component of the MVW Debt Financing, (3) separate subsidiary financial statements or any other information of the type required by Rule 3-05 (other than as specified in the definition of “Required Information”), Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or “segment reporting”, (4) Compensation Discussion and Analysis required by Item 402 of Regulation S-K, (5) pro forma financial statements, (6) information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments or (7) other information customarily excluded from an offering memorandum involving an offering of high-yield debt securities, (iv) assisting MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub in obtaining corporate and facilities ratings from any rating agencies in connection with the MVW Debt Financing, (v) cooperate to facilitate upon reasonable request, identifying any material non-public information contained in the due diligence efforts of the Debt Financing Sources relevant marketing materials relating to the Business, ILG and its subsidiaries and complying with Regulation FD to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective Subsidiariesapplicable to such material non-public information, (vi) facilitate cooperating with the marketing efforts of MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub and the MVW Debt Financing Sources for any portion of the MVW Debt Financing as reasonably requested by MVW by having members of senior management of ILG participate, upon reasonable prior notice, in a reasonable and limited number of due diligence sessions and drafting sessions in connection with the MVW Debt Financing at times and locations to be mutually agreed, (vii) cooperating with MVW, Volt Corporate Merger Sub or Volt LLC Merger Sub’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the MVW Debt Financing, (viii) executing and delivering as of (but not before and not to be effective until) the Closing any pledge and security documents, other definitive financing documents, or other related certificates or documents as may be reasonably requested by MVW, Volt Corporate Merger Sub or Volt LLC Merger Sub and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of borrowed indebtedness and the release of any related Liens on the Purchased Assets and the termination of all guarantees security interests (if anyincluding delivering prepayment or termination notices as required by the terms of any existing indebtedness and delivering termination agreements or UCC-3 or equivalent financing statements or notices), (ix) using reasonable best efforts to cause it or its subsidiaries’ independent auditors to cooperate in connection therewith atwith the MVW Debt Financing, including by providing “customary” comfort letters (including as to customary “negative assurances” comfort) and subject any consents required to the occurrence of, the Closing include any financials contemplated in any offering documents and (viix) provide providing at least three five (35) Business Days business days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations Laws, including the USA PATRIOT and beneficial ownership regulationsAct, to the extent reasonably requested by Buyer in writing at least ten nine (109) Business Days business days prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation ; provided that ILG shall not be required to the extent that it would require Sellerprovide, Tribune or any of their respective Subsidiaries cause its subsidiaries to take any action that in the good faith judgment of Seller provide, cooperation under this Section 5.15 that: (A) unreasonably interferes with the ongoing business operation of SellerILG or its subsidiaries or creates an unreasonable risk of damage or destruction to any property or assets of ILG or any of its subsidiaries (provided that the cooperation contemplated by this Section 5.15 shall not by its terms be deemed to unreasonably interfere with such business); (B) causes any covenant, Tribune and/or representation or warranty in this Agreement to be breached in a manner that ILG would cause any closing condition set forth in Section 6.1 or Section 6.3 to fail to be satisfied or otherwise causes the breach of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing); (C) requires ILG or its subsidiaries to provide or enter into any security or guarantee agreements, or otherwise to incur any liability (including any commitment fees and expense reimbursement) in connection with the MVW Debt Financing (other than the authorization letters and management representation letters referenced above) prior to, or that are not conditioned upon, the Closing or are not otherwise promptly reimbursed or indemnified in accordance with the terms hereof; (D) requires ILG or its subsidiaries or their respective Subsidiaries or would require any directors, officers officers, managers or employees to attend execute, deliver or enter into, or perform any bank meetingagreement, rating agency presentationdocument, roadshows certificate or instrument with respect to the MVW Debt Financing (other than (i) such customary agreements, documents, certificates or instruments necessary to effect the MVW Debt Financing as will not take effect prior to the Closing and that are executed by those directors, officers, managers or employees that will act in a similar capacity after Closing) and (ii) with respect to the authorization letters and management representation letters referenced above) or adopt resolutions approving the agreements, documents, instruments and other actions pursuant to which the MVW Debt Financing is obtained; (E) requires ILG, its subsidiaries or their legal counsel to give any legal opinion or other marketing activities opinion of counsel; (other thanF) requires ILG or its subsidiaries to take any action that is prohibited or restricted by, by or will conflict with or violate or breach, its organizational documents, any station managers who will continue Applicable Laws or any agreement to be employed by Buyer after the Closing), (2) none of Seller, Tribune which ILG or any of their respective Subsidiaries its subsidiaries is a party; or (G) requires ILG to provide any information that is subject to legal privilege. In no event shall ILG or its subsidiaries be required to pay any commitment or other fee or give an indemnity or incur any other liability (including due to any act or obligation in connection with the Debt Financingomission by ILG, (3) none of Seller, Tribune its subsidiaries or any of their respective Subsidiaries shall be required to do anything that would cause affiliates or Representatives) or expense (including legal and accounting expenses) in connection with assisting MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub in arranging the representation MVW Debt Financing or warranty as a result of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement information provided by Seller and (4) none of SellerILG, Tribune its subsidiaries or any of their respective Subsidiaries affiliates or their respective directorRepresentatives in connection with the MVW Debt Financing to the extent such expenses are not subject to reimbursement in accordance with the terms hereof or such indemnity or liability is not otherwise subject to indemnification pursuant to the terms of this Agreement. MVW, officer Volt Corporate Merger Sub and Volt LLC Merger Sub agree that any information regarding ILG or employee any of its subsidiaries or affiliates contained in any presentations, offering documents, teasers or other materials in connection with the MVW Debt Financing shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related subject to the Debt Financingprior review and approval of ILG (which approval shall not be unreasonably withheld or delayed). Buyer shall promptlyFrom the respective dates on which MVW receives the Required Information until the Closing, upon request ILG will use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts to update any Required Information provided by Seller, them or on their behalf as may be necessary so that such Required Information is Compliant. The MVW Entities will promptly reimburse Seller ILG and its subsidiaries for all reasonable and invoiced out-of-pocket costs fees and expenses (including reasonable attorneys’ feeslegal fees and expenses) incurred by Seller, Tribune or any of them in complying with their respective Subsidiaries covenants pursuant to this Section 5.15(a), except in connection with any ordinary course preparation of, or filing with the cooperation of Seller SEC of, any financial information, registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein). The MVW Entities will indemnify and hold harmless ILG and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of subsidiaries and their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreementdirectors, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources officers, employees and other financial institutions representatives from and investors that may become parties to the against any and all liabilities or losses, damages, claims, interest, costs, expenses, awards, judgments, penalties and amounts paid in settlement suffered or incurred, directly or indirectly, by them in connection with any MVW Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents information utilized in connection therewith (other than arising from information provided in writing by ILG expressly for use in connection with such MVW Debt Financing), except in the Debt Financing event (andand solely to the extent that) such loss, in each casedamage or other amount is found by a court of competent jurisdiction to have resulted from the fraud, to intentional misrepresentation, intentional breach, bad faith, willful misconduct or gross negligence of ILG, its subsidiaries and their respective counsel directors, officers, employees and auditors) so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiaryrepresentatives.

Debt Financing Cooperation. (a) Prior to the Closing, Seller shall, the Company shall cause its Subsidiaries to, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, use commercially reasonable efforts to provide provide, and cause the Company Subsidiaries to provide, to Parent, at Parent’s sole expense, such customary cooperation as is reasonably requested in writing by Buyer Parent in connection with the arrangement and consummation of any debt financing in the form of a credit facility financing, one or more note purchase agreement financings, or one or more issuances of non-convertible and non-exchangeable debt securities in an offering registered under the Securities Act or in a private placement pursuant to an exemption from the registration requirements of the Debt Financing (provided that such requested cooperation does not (a) require Seller, Tribune Securities Act to be obtained by Parent or any of their respective Subsidiaries to take any action that would violate any Laws or would result Merger Sub in a violation or breach by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as connection with the consummation of the date hereof or Transactions (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liabilitythe “Debt Financing”), including by using commercially reasonable efforts to, upon Parent’s written request: (i) [reserved]upon reasonable notice and at reasonable times and locations, cause the appropriate members of senior management of the Company to assist in preparation of customary materials for and participate in a reasonable but limited number of meetings, presentations and road shows with arrangers or agents, prospective lenders and other investors and sessions with rating agencies and accountants and due diligence sessions (in each case which may be telephonic or virtual meetings or sessions) and otherwise provide reasonable and customary cooperation with the marketing and due diligence efforts for any of the Debt Financing; (ii) furnish to Buyer as promptly as reasonably practicable the Required Information, (iii) provide upon the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer Parent in connection with the preparation of any guarantee, pledge and security documents, other definitive financing documents (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of the Debt Financing Sources relating to the Businessincluding, to the extent customary and reasonable and not unreasonably interfering with regarding the business of Seller, Tribune and their respective Company or the Company Subsidiaries, (vi) facilitate the release schedules thereto), or other certificates or documents as may be reasonably requested in writing by Parent, including the use of any Liens on the Purchased Assets and the termination commercially reasonable efforts to provide original copies of all guarantees certificated securities (if anywith transfer powers executed in blank) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent in the possession of the Company or the applicable Company Subsidiaries and otherwise reasonably requested by Buyer at least ten (10) Business Days prior cooperating with Parent in facilitating the pledging of collateral and the granting of security interests related to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation shall be collateral if required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related solely to the Debt Financing. Buyer shall promptly, extent contingent upon request by Seller, reimburse Seller for all the occurrence of the Closing; (iii) provide reasonable and invoiced out-of-pocket costs customary assistance to Parent in (including reasonable attorneys’ feesA) incurred by Seller, Tribune or obtaining any of their respective Subsidiaries in connection with the cooperation of Seller corporate credit and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or family ratings from any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties ratings agencies to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents extent required in connection with the Debt Financing and (andB) the preparation of customary rating agency presentations, in offering documents, lender presentations, private placement memoranda, bank information memoranda, syndication memoranda, ratings agency presentations (including executing customary authorization and representation letters authorizing the distribution of information relating to the Company and the Company Subsidiaries to prospective lenders or investors (provided that such presentations, documents and memoranda shall include customary language with respect to the exculpation of the Company, each case, to of the Company Subsidiaries and their respective counsel Representatives and auditors) so long as such Persons (x) agree to be bound Affiliates from all liability in connection with the unauthorized use or misuse by the Confidentiality Agreement recipients thereof)); (iv) take reasonable corporate actions, subject to and only effective upon the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing; (v) provide reasonable and customary assistance to assist Parent in producing any pro forma financial statements and data regarding the Company and its Subsidiaries to the extent required by the Definitive Financing Agreements; (vi) assist in the preparation of, and execution and delivery at the Closing, definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”) (including schedules, annexes and exhibits thereto), including guarantee and collateral documents and instruments as if parties thereto may be reasonably requested by Parent, customary closing certificates, perfection certificates, and other customary documents and instruments as may be reasonably requested by Parent; provided that the effectiveness of any documentation executed by the Company or any of its Subsidiaries shall be subject to the occurrence of the Closing and any officer of the Company or any Subsidiaries executing documentation at Closing will have the opportunity to review any such documentation (with their advisors or other confidentiality obligations that are substantially similar employees of the Company), prior to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiary.execution by such officer; and

Debt Financing Cooperation. Prior to the Closing, Seller shall, (a) The Company Group shall cause its Subsidiaries to, provide and shall use its commercially reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune their respective employees, agents and its Subsidiaries torepresentatives to provide, use all reasonable cooperation to Purchaser and Merger Sub in connection with obtaining the Debt Financing, including, without limitation: (i) using commercially reasonable best efforts to provide such customary cooperation financial and other information as is Purchaser shall reasonably requested by Buyer request in connection with the arrangement Debt Financing (including timely delivery of Required Financing Deliverables), (ii) assisting in the preparation of Marketing Material (including offering documents, ratings agency materials and confidential information memoranda) for the Debt Financing and materials for rating agency presentations, (iii) participating as reasonably requested in the Marketing Efforts for any Debt Financing, (iv) taking such actions as may be reasonably requested to permit the prospective Financing Sources, investors and ratings agencies involved in any Debt Financing to evaluate the Company’s assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and to establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (v) in the case of management of the Company, assisting in the preparation of the Debt Financing (Documents, and delivery by the Company of the Required Financing Deliverables in connection with the Debt Financing provided that such requested cooperation does not (a) require Seller, Tribune no obligation of the Company Group under any Required Financing Deliverable or any of their respective Subsidiaries other Contract relating to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiariesthe Debt Financing shall be operative until the Closing Date and no personal liabilities shall be imposed on the officers, or default underdirectors, any Contract to which such Person is a party as employees, and agents of the date hereof or Company Group involved, (bvi) result reasonably cooperating and assisting Purchaser in any officerobtaining customary landlord consents, manager or director of Sellerlandlord waivers and estoppels and non-disturbance agreements relating to the Debt Financing; provided, Tribune or any of their that, in each case, where applicable, such documents will not take effect until the Closing; (vii) providing Purchaser and its prospective Financing Sources, at reasonable times and with reasonable notice, access to the Company Group’s respective Subsidiaries incurring any personal liability), including by properties and facilities; (viii) using commercially reasonable best efforts to: to provide Purchaser and its prospective Financing Sources with other pertinent information regarding the Company Group as may be reasonably requested by Purchaser or such Financing Sources in connection with the Debt Financing (iA) [reserved]in order to facilitate the pledging of assets and properties in connection therewith and (B) as needed to evaluate the Company Group’s cash management and accounting systems, and the policies and procedures relating thereto, for the purpose of establishing collateral arrangements, and (iiix) furnish taking such actions as are within its control and reasonably requested by Purchaser to Buyer facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing as promptly as reasonably practicable set forth in the Required Information, (iii) provide upon Debt Commitment Letters and provided that the reasonable request of Buyer such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller Company Board shall not be required to determine whether any information provided by Seller constitutes material non-public information for the Debt Financing)) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (iv) assist Buyer in the preparation of (A) customary materials for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Debt Financing, (v) cooperate to facilitate the due diligence efforts of approve the Debt Financing Sources provided, that, no obligation of the Company Group under any Required Financing Deliverable or any other Contract relating to the BusinessDebt Financing shall be operative until the Closing Date and no personal liabilities shall be imposed on the officers, directors, employees, and agents of the Company Group involved. The Company consents to the extent customary and reasonable and not unreasonably interfering with the business use of Seller, Tribune and their respective Subsidiaries, (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith at, and subject to the occurrence of, the Closing and (vii) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Business as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT and beneficial ownership regulations, to the extent reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation shall be required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing), (2) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation its logos in connection with the Debt FinancingFinancing in a manner customary for such financing transactions; provided, (3) none of Seller, Tribune or any of their respective Subsidiaries that such logos shall be required used solely in a manner that is not intended or reasonably likely to do anything that would cause harm, disparage or otherwise adversely affect the representation or warranty of Seller Company Group. Notwithstanding the foregoing, nothing contained in this Agreement Section 4.9 shall require cooperation with the Financing Sources to be breached the extent it would interfere unreasonably with the business or operations of the Company, or impose any condition liability on the Company prior to the Closing to fail to be satisfied or otherwise cause any (other than in the case of a breach by the Company of this Agreement by Seller and Section 4.9). Purchaser shall (4i) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller pay for all reasonable and invoiced of the out-of-pocket costs and expenses (including attorneys’ fees) incurred by Purchaser in connection with obtaining the Debt Financing and (ii) promptly, upon request by the Company, reimburse the Company for all of its documented reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries the Company in connection with the cooperation of Seller and its Affiliates the Company contemplated by this Section 5.74.9. All Notwithstanding any other provisions set forth herein or in any other agreement between the Company and Purchaser, the Company agrees that Purchaser and its Affiliates may share non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance regarding the Company with the Confidentiality AgreementFinancing Sources participating in the Debt Financing, except and that Buyer will be permitted to disclose Purchaser and such Financing Sources may share such information to any Debt with potential Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to in connection with any underwriters, initial purchasers, lead arrangers or placement agents Marketing Efforts in connection with the Debt Financing (andFinancing, in each case, to their respective counsel and auditors) so long as provided that the recipients of such Persons (x) information agree to be bound by the Confidentiality Agreement as if parties thereto or other customary (including “click through”) confidentiality obligations arrangements that are substantially similar reasonably satisfactory to those the Company and the Company acknowledges that the confidentiality provisions contained in the Confidentiality Agreement or (y) Debt Commitment Letters are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiarysatisfactory.

Debt Financing Cooperation. (a) Prior to the Closing, Seller shalland subject to limitations in and prior to the termination of, this Agreement, Parent shall and shall cause its applicable Subsidiaries to, at the Company’s sole cost and shall expense, use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune the appropriate officers and employees of Parent and its applicable Subsidiaries to, use commercially reasonable efforts to provide such customary cooperation as is necessary, customary and reasonably requested by Buyer the Company solely in connection with the arrangement of Company’s efforts to obtain the Debt Financing (provided that (x) none of Parent, its Subsidiaries or any of their respective officers or employees shall be obligated to cooperate with obtaining any type of financing that is more burdensome to Parent or any of its Subsidiaries in respect of its obligations under this clause (a) than the financing contemplated as the Debt Financing in the Debt Commitment Letter as in effect on the date hereof, and (y) such requested cooperation does not (aunreasonably interfere with the ongoing operations of Parent or its Subsidiaries) require Sellerincluding by, Tribune or any of their respective Subsidiaries to take any action that would violate any Laws or would result in a violation or breach by Seller Tribune or any of their respective Subsidiaries, or default under, any Contract to which such Person is a party as of the date hereof or (b) result in any officer, manager or director of Seller, Tribune or any of their respective Subsidiaries incurring any personal liability), including by using commercially reasonable efforts to: (i) [reserved]causing appropriate senior officers to participate in a reasonable number of meetings and due diligence sessions with providers or potential providers of the Debt Financing (which shall be limited to teleconference or virtual meeting platforms), and ratings agencies, in each case during 87 normal business hours and at mutually agreed times upon reasonable advance notice, (ii) furnish assisting the Company in the preparation of customary marketing materials required in connection with obtaining the Debt Financing, in each case, solely with respect to Buyer as promptly as reasonably practicable information relating to Parent (to the Required Informationextent related to its business) and its Subsidiaries and customary for financings similar to the Debt Financing, (iii) provide upon (x) providing reasonably promptly to the reasonable request Company pertinent financial and operating information regarding Parent and its Subsidiaries (other than pro forma financial information and pro forma financial statements referred to in clause (y) of Buyer this Section 7.13(a)(iii)(x)) customarily provided in debt financings such information reasonably necessary to prepare a confidential information memorandum (including a version that does not include material non-public information (provided Seller shall not be required to determine whether any information provided by Seller constitutes material non-public information for as the Debt Financing), and (y) and other customary materials reasonably required to complete assisting the syndication, including a customary authorization letter, (iv) assist Buyer in Company with the preparation of (A) customary materials pro forma financial information and pro forma financial statements reflecting the transactions contemplated hereby and the Debt Financing, it being agreed that the Company shall be solely responsible for rating agency and investor presentations (including “roadshow” or investor meeting slides), registration the preparation of any pro forma financial statements, offering memoranda, prospectuses, private placement memoranda, pro forma financial information and other customary marketing materials and (B) definitive documentation for the Debt Financing, (iv) executing and delivering customary authorization letters (provided that such customary authorization letters, or the bank information memoranda in which such letters are included, shall include language that exculpates Parent, its Subsidiaries and their respective representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank information memoranda or similar memoranda or report distributed in connection therewith) and other reasonable and customary closing certificates and other definitive financing documentation, in each case (other than with respect to such authorization letters), subject to the occurrence of the Closing and limited, in the case of execution and delivery (other than with respect to such authorization letters), solely to officers continuing with Parent and its Subsidiaries after the Closing), (v) cooperate providing reasonable and customary assistance with the preparations for the provision of guarantees and the pledging of collateral and delivering original certificates with respect to facilitate the due diligence efforts of all certificated securities constituting collateral under the Debt Financing Sources relating to (with transfer powers executed in blank) (it being understood that no such providing of guarantees or pledging of collateral will be effective until at or after the Business, to the extent customary and reasonable and not unreasonably interfering with the business of Seller, Tribune and their respective SubsidiariesClosing), (vi) facilitate the release of any Liens on the Purchased Assets and the termination of all guarantees (if any) in connection therewith atfurnishing, and subject to the occurrence of, the Closing and (vii) provide at least three four (34) Business Days prior to the Closing Date, all information and documentation related to Parent and other information with respect its Subsidiaries reasonably requested in writing by the Debt Financing Sources at least eight (8) Business Days prior to the Business Closing Date as is may be required by under applicable “know your customer” laws and anti-money laundering rules and regulations regulations, including the USA PATRIOT Act and the “beneficial ownership ownership” regulations, (vii) delivering notices of prepayment for the repayment in full of the indebtedness under the Parent Credit Agreement to the extent required under the terms of the Parent Credit Agreement (which notices may be conditioned on the occurrence of the Closing) or obtain a waiver thereof in the Parent Payoff Letter, and (viii) reasonably requested by Buyer at least ten permit the administrative agent under the Company Existing ABL Credit Agreement to conduct “asset based lending” field examinations and appraisals with respect to Parent and its Subsidiaries (10) Business Days prior to and reasonably assist in the Closing DateVirgo Borrower’s preparation of a customary “borrowing base certificate” under the Company Existing ABL Credit Agreement in respect of Parent and its Subsidiaries). Notwithstanding anything in this Agreement to the contrary, (1) no such cooperation none of Parent, its Subsidiaries or any officer, employee or representative of any of the foregoing, shall be required to the extent that it would require Seller, Tribune or any of their respective Subsidiaries to take any action that in the good faith judgment of Seller unreasonably interferes with the ongoing business operation of Seller, Tribune and/or their respective Subsidiaries or would require any directors, officers or employees to attend any bank meeting, rating agency presentation, roadshows or other marketing activities (other than, by any station managers who will continue to be employed by Buyer after the Closing)A) provide Excluded Information, (2B) none of Seller, Tribune or any of their respective Subsidiaries shall be required to pay any commitment or other fee similar fee, (C) provide Regulation S-X compliant financial statements or any other financial data other than that as required by Section 7.13(a)(iii) (except as otherwise required under this Agreement), (D) approve any document or other matter related to the Debt Financing or incur or reimburse any costs or expenses or incur any other liability or obligation of any kind or give any indemnities prior to the Closing in connection with the Debt Financing, (3) none of Seller, Tribune or any of their respective Subsidiaries shall be required to do anything that would cause the representation or warranty of Seller in this Agreement to be breached or any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller and (4) none of Seller, Tribune or any of their respective Subsidiaries or their respective director, officer or employee shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) related to the Debt Financing. Buyer shall promptly, upon request by Seller, reimburse Seller for all reasonable and invoiced out-of-pocket costs (including reasonable attorneys’ fees) incurred by Seller, Tribune or any of their respective Subsidiaries in connection with the cooperation of Seller and its Affiliates contemplated by this Section 5.7. All non-public or other confidential information provided by Seller, Tribune or any of their respective Subsidiaries pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Buyer will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Debt Financing and to any underwriters, initial purchasers, lead arrangers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement or (y) are subject to customary confidentiality arrangements, or other confidentiality undertakings reasonably satisfactory to Buyer and of which Buyer is a beneficiary.Debt