Common use of Debt Financing Clause in Contracts

Debt Financing. (i) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.

Debt Financing. (i) From the date of this Agreement until the Closing, subject The Company agrees to Section 6.4(d)(ii), the Company shall, and shall cause use its Representatives to, at the Parent’s expense, use reasonable best efforts to provide such customary cooperation assistance (and to use its reasonable best efforts to cause its personnel and advisors to provide such customary assistance) with the Debt Financing as is reasonably requested by Parent. Such reasonable best efforts to provide such assistance shall include (but not be limited to) each of the following: (i) participation by the Company’s management team, with appropriate seniority and expertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the Company’s management team in the preparation of customary marketing materials to be used by Parent and the Debt Financing Sources in connection with the marketing and syndication of the Debt Financing, including a customary “public side” confidential information memorandum, a customary “private side” confidential information memorandum, and a customary lender presentation regarding the Company and delivery of customary authorization letters and confirmations in connection with the foregoing authorizing the distribution of information to prospective lenders and with respect to the presence or absence of material non-public information and material accuracy of the information contained therein, (iii) participation by senior management of the Company in, and assistance with, the preparation of customary rating agency presentations and meetings with one or more rating agencies, (iv) the prompt delivery to Parent and the Debt Financing Sources of such customary historical financial information and other historical information about the Company as is reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”)from time to time, including the following (it being understood historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and agreed that the historical financial information necessary in no event shall any party be order to permit Parent to prepare the pro forma financial statements required to take any action in respect of satisfy the following applicable condition precedent to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation funding of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; , (2v) assisting with the preparation of delivery and in any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; event no later than four (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified with all documentation and other information required by Parent, as promptly as practicable, any regulatory authorities under applicable “know your customer” information required by regulatory authorities and requested by anti-money laundering rules and regulations, including the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be PATRIOT Act, that has been reasonably requested by Parent solely no later than nine (9) Business Days prior to the extent Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to consummate 31 C.F.R. § 1010.230 that has been reasonably requested by Parent, (vi) participation by senior management of the Company in the negotiation, preparation and execution of the definitive documentation in respect of the Debt Financing; (5) requesting its independent accountants to cooperate with Financing and assist in preparing customary the schedules and appropriate information packages and offering materials exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary comfort letterssolvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required in connection with the marketing of by the Debt Financing; , facilitation of the pledging of collateral, effective no earlier than the Closing Date, (6viii) making available appropriate senior officers taking such customary corporate action as Parent may request to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with authorize and/or permit the consummation of the Debt Financing, Financing (subject to the occurrence of the Closing; ) and (8) taking all necessary corporate or entity actions, which shall be conditioned on ix) ensuring that the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required syndication efforts in connection with the consummation respect of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) benefit materially from any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations existing commercial lending relationships of the Company, its Subsidiaries and their respective Affiliates or cause any condition . The Company hereby consents to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any use of them to take any actions that could reasonably be expected to violate, in the opinion all of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability logos in connection with the Debt Financing prior Financing; provided that such logos are used solely in a customary manner that is not intended to, or reasonably likely not to, harm or disparage the Company or the reputation or goodwill of the Company. Notwithstanding any other provision of this Agreement to the contrary, (a) neither the Company nor any of its personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Company and (b) the Company shall not be required to provide any financial or other information that is not readily available to the Company and shall not be required to provide or prepare projections or similar forward-looking information (it being understood and agreed that the Company shall provide any historical information that is readily available to the Company and reasonably requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in this Section 6.17 shall be at Parent’s sole cost and expense and on the Closing Date; (4) take any action that would result in a breach Date or termination of any Contractthis Agreement, result in a violation of Law or result in a violation of organizational documents upon the written request of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, shall promptly upon request by the Company, reimburse the Company for all any such reasonable documented and out-of-pocket costs and expenses incurred by in complying with, or providing the Companyassistance contemplated by, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d)6.17. Such assistance shall not require the Company or any of its Affiliates to agree to any contractual obligation relating to the Debt Financing (other than in respect of any authorization letters) that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company upon the termination of this Agreement. Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Affiliates, directors, officers, employees and their respective Representatives, agents from and against any and all liabilities, losses, damages, liabilities, claims, costs, expenses, judgmentsinterest, awards, judgments and penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and or any assistance or activities provided or any information utilized or logos of the Company used in connection therewiththerewith except to the extent (i) directly resulting from the gross negligence and/or fraud of the Company and/or any of its directors, other than incurred as officers, employees and agents or (ii) directly resulting from the Willful Breach of this Section 6.17 by the Company and/or any of its Affiliates, directors, officers, employees and agents. In addition, the Company agrees it shall file current reports on Form 8-K (or otherwise disclose in a result manner consistent with Regulation FD) with respect to any material, non-public information with respect to the Company, any of its subsidiaries or any of their respective securities that Parent has agreed to include in any marketing materials disseminated to “public side” lenders in connection with the Debt Financing where the provision of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive information to “public side” lenders has been consented to by the termination of this AgreementCompany.

Debt Financing. (a) The Company shall use its commercially reasonable efforts to secure the Financing as promptly after the Execution Date as possible. The Company shall keep Investor regularly informed as to the progress of the Financing, including providing drafts thereof, and the Company shall use commercially reasonable efforts to incorporate any reasonable comment made by Investor thereon. (b) The Parties agree that the Financing shall be entered into with commercial banks or credit providers of international or United States national reputation and standing which are not Sanctioned Persons, on terms and conditions that are customary for limited recourse project financing for projects of a similar scope and nature to the Project and that, without the prior written consent of Investor, the Financing shall (i) not include any commitment or obligation whatsoever from Investor other than requiring Investor to enter into, execute and deliver (A) an equity contribution agreement reflecting the terms of this Agreement and such other terms and conditions reasonably requested by the Company’s lenders pursuant to the Financing and (B) such other documentation as the Company’s lenders pursuant to the Financing may reasonably request (provided that the documentation referred to in clauses (A) and (B) will not, without Investor’s prior written consent, include commitments and obligations of Investor that are in excess of those made by Investor pursuant to this Agreement), and (ii) maintain a debt to equity ratio of no less than ***. (c) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and Closing Date Investor shall cause its Representatives to, at the Parent’s expense, use commercially reasonable best efforts to provide customary cooperation all documentation and information about Investor, as applicable, and each of its respective Affiliates as is reasonably requested by Parent in connection with obtaining debt financing the Company in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed Financing that in no event shall any party be required is related to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any applicable “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent Anti-Money Laundering Laws, and including without limitation, providing information available to necessary for the Company to deliver customary certification regarding the Company its beneficial ownership as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K)31 C.F.R. § 1010.230. (iid) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior Prior to the Closing, incur in the event that the amount of the commitments secured in the Financing are less than the Third Party Financing Amount, the Parties shall discuss in good faith whether to fund such shortfall through additional capital contributions and the funding of any liability such shortfall will be in accordance with the terms and conditions Section 10.1(b) of the form of A&R LLC Agreement attached as Exhibit A as if such A&R LLC Agreement were in effect as of such time, provided that (i) no Party shall have any obligation whatsoever to provide any Person under such additional funding, (ii) in the event that any Debt Financing such additional capital funding is provided by the Ioneer Members and/or Investor, the respective capital ownership of the Ioneer Members and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective AffiliatesInvestor shall be adjusted correspondingly, and their respective Representatives, from and against (iii) in any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperationevent, the Debt Financing and any information utilized minimum debt to equity ratio set forth in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d5.9(b) shall survive the termination of this Agreementmust be maintained.

Debt Financing. (i) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company 2.15.1 Merger Sub and Parent shall, and shall cause its Representatives to, at the Parent’s expensedirection of the Requisite Investors, use reasonable best efforts negotiate, enter into and borrow under the definitive documentation relating to the Debt Financing. The Requisite Investors shall be the primary negotiators on behalf of the Investors regarding the terms of the definitive documentation relating to the Debt Financing. Notwithstanding the foregoing, Merger Sub and Parent shall not, and the Requisite Investors shall not permit Merger Sub or Parent to, enter into or borrow under any agreement in connection with Debt Financing on terms that are materially adverse to Merger Sub, Parent or the Investors compared to the terms set out in any Debt Commitment Letter, unless such agreement or borrowing has been approved by each Investor (which approval shall not be unreasonably withheld). The Investors shall work together and cooperate in good faith in connection with arranging and negotiating the full documentation relating to the Debt Financing. Each Investor shall provide customary cooperation such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing as may be reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation Requisite Investors. 2.15.2 To the extent legally permissible, each of the Mergers (collectivelyInvestors shall furnish the Financing Banks, the “Debt Financing”)as promptly as reasonably practicable, including the following (it being understood with financial and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering know-your-client information and execute and deliver such financing documents, bank information memoranda (including certificates and other supporting documentation as are reasonably or customarily requested by the delivery of customary representation letters) and similar documents reasonably required by Parent Financing Banks in connection with the Debt Financing; , subject to appropriate confidentiality undertakings satisfactory to each of the Investors. In addition, each of the Investors shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Banks with information reasonably or customarily requested (2and in such Investor’s possession) assisting with by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Investors further agrees to reasonably assist in providing information required for the preparation of any customary pledge materials for the Financing Banks, including information memoranda and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers . For the avoidance of Parentdoubt, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing nothing in this Section 6.4(d) requires 2.15.2 shall be construed to create any obligation on the Company, its Subsidiaries and their respective Affiliates to: (1) provide part of any assistance Investor to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause personally pledge any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability collateral in connection with the Debt Financing prior Financing, and the obligations of the Investors under this Section 2.15.2 shall be subject to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents fiduciary duties and other obligations of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt FinancingInvestors under applicable Laws. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.

Debt Financing. (ia) From The parties hereto acknowledge that Parent may attempt to arrange third party debt financing for the date purpose of funding the transactions contemplated by this Agreement until (the “Debt Financing”) and, if Parent so chooses to seek the Debt Financing, prior to the Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide, and shall cause each Subsidiary of the Company to use reasonable best efforts to provide, and shall use reasonable best efforts to cause its and their respective officers, directors, employees, accountants, consultants, legal counsel, affiliates and agents to provide customary such cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Financing as may be reasonably requested by Parent to be effective only at Parent, including, but not limited to, the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging use of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, reasonable best efforts with respect to: (i) making available to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) Parent such financial and other pertinent information available to regarding the Company regarding and each Subsidiary of the Company as may be reasonably requested by Parent solely Parent, including (A) the unaudited financial statements of the Company for each fiscal quarter of the Company, other than the final fiscal quarter of any fiscal year, ended after May 31, 2023 and at least forty-five (45) days prior to the extent required Closing and the audited financial statements of the Company for any fiscal year of the Company ended after August 31, 2022 and at least ninety (90) days prior to consummate the Closing and (B) such information as is necessary to allow Parent, its advisors and the Debt Financing; Financing Sources to prepare pro forma financial statements; (5ii) requesting its independent accountants to cooperate with and assist in preparing the delivery of customary and appropriate information packages and offering materials authorization letters (including customary comfort letters) representations with respect to accuracy of information and absence or inclusion of material non-public information, in each case with respect to the extent required Company); (iii) assisting with the preparation of lender and investor presentations, rating agency presentations, marketing materials and other similar documents and materials in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate Financing and participating in a reasonable number of customary meetings (including meetings, presentations, road shows) , drafting sessions and due diligence sessions with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions providers or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation potential providers of the Debt FinancingFinancing and ratings agencies and otherwise assisting in the marketing efforts of Parent and its financing sources; (iv) delivering, at least three (3) Business Days prior to Closing, all documentation and other information as is reasonably requested by Parent at least nine (9) days prior to Closing with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and beneficial ownership regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230); and (v) assisting with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, customary officer’s certificates and corporate resolutions, as applicable) as may reasonably be requested and subject to the occurrence of the Closing; ; provided, however, that nothing in this ‎Section 6.06(a) will require any such cooperation to the extent that it would (8) taking all necessary corporate 1) require the Company or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of its Subsidiaries to pay ​ ​ any fees or reimburse any expenses prior to the actions contemplated Closing for which it has not received prior reimbursement by this Section 6.4(dor on behalf of Parent, (2) required require the Company or any of its Subsidiaries to enter into any certificate, agreement, arrangement, document or instrument that is not contingent upon the Closing or that would be effective prior to the Closing (other than the customary authorization letters described above), (3) require the Company or any of its Subsidiaries to give to any other Person any indemnities in connection with the consummation Debt Financing that are effective prior to the Closing, (4) require the Company or any of its Subsidiaries to enter into or approve any debt financing or any definitive agreement for the Debt Financing and that would be effective prior to permit the proceeds thereof Closing (other than the customary authorization letters described above), (5) unreasonably interfere with the ongoing business operations of the Company, (6) require or result in contravention of any Applicable Law, the organizational documents of the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or the terms of any material contract binding on the Company or any Subsidiary (to the extent not entered into in contemplation of this Section 6.06(a)) or (7) cause any condition to Closing set forth in this Agreement to fail to be made available to Parent at satisfied by the Closing; (9) delivering customary authorization and representation letters (including regarding End Date or otherwise result in a breach of this Agreement by the absence of material non-public information); and (10) furnishing informationCompany. Notwithstanding the foregoing, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event Subsidiaries shall the information described in this clause (10) be deemed to include or shall the Company otherwise not be required to provide: , and Parent shall be solely responsible for, (A1) the preparation of pro forma financial statements information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments related desired to the Debt Financing or the Transactionsbe incorporated into any pro forma financial information, (B2) any description of all or any component of the Debt Financing, including any such description to be included in any liquidity and or capital resources disclosure or any “description of notes”, and (C3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (iib) Nothing in this Section 6.4(d) requires The Company hereby consents to the Company, use of the logos of the Company and each of its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Closing Date;Company and/or its Subsidiaries or their reputation or goodwill. (4c) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of Parent shall promptly reimburse the Company, Company and its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company representatives for all reasonable, documented and invoiced out-of-pocket costs and expenses (including reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, such Persons in connection with their respective obligations pursuant to this Section 6.4(dany cooperation contemplated by ‎Section 6.06(a). . (d) Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Affiliates, its and their respective Representatives, Representatives from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties expenses and fines other liabilities suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement and preparation of the Debt Financing and any information utilized used in connection therewith, in each case, other than incurred as a result of such parties’ fraud, bad faith, gross negligence, negligence or willful misconduct by or intentional fraud. The obligations on behalf of Parent such Person or Representative. (e) Notwithstanding anything to the contrary in this Section 6.4(dAgreement, the Company and its Subsidiaries shall be deemed to have complied with this ‎‎Section 6.06 for purposes of ‎Section 10.01, for purposes of determining satisfaction of the condition set forth in ‎Section 9.02(a) shall survive the termination and for all other purposes of this Agreement, unless all of the following have occurred: (i) the Company has materially breached its obligations under this ‎Section 6.06, (ii) Parent has notified the Company of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this ‎Section 6.06 in order to cure such breach, and such notice was delivered with sufficient ​ ​ advance notice to permit the Company and its Subsidiaries to cure such breach prior to the last date that would permit the Closing to occur prior to the End Date, (iii) the Company has not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the End Date to consummate the Debt Financing and (iv) the Debt Financing has not been consummated and the material breach by the Company is a proximate cause of such failure. (f) All Confidential Information (as defined in the Confidentiality Agreement) furnished by the Company or its Subsidiaries pursuant to this ‎Section 6.06 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent may disclose such information that would customarily be disclosed in connection with the arrangement of a Debt Financing to the Debt Financing Sources, rating agencies and prospective lenders and investors in connection with the arrangement and syndication of the Debt Financing subject to their entering into customary confidentiality undertakings with respect to such information.

Debt Financing. (ia) From In connection with the date of this Agreement until the ClosingDebt Financing, subject GHV and Ardagh shall use commercially reasonable efforts to Section 6.4(d)(ii), the Company shallprovide, and shall to cause its their respective appropriate officers, employees and Representatives to, at the Parent’s expense, to use commercially reasonable best efforts to provide customary provide, reasonable cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers Debt Financing that is necessary, customary or advisable in connection with the AMPSA Financing Parties’ efforts to arrange and obtain the Debt Financing on the terms and conditions set forth in the Debt Financing Documents (collectively, provided that such cooperation does not unreasonably interfere with the “Debt Financing”ongoing operations of GHV or Ardagh), including including: (i) participation in meetings, offering memorandum drafting sessions, lender presentations, investor presentations and rating agency presentations and due diligence sessions, in each case, to the following extent the participation of GHV and its officers, employees or Representatives is required, at such times as are mutually agreed (it being expressly understood that unless otherwise expressly agreed in writing by GHV and agreed Ardagh such activities shall be conducted telephonically or virtually through the use of video conference or similar software that in no event shall any party be does not require the use of specialized equipment) and reasonably promptly furnishing the AMPSA Financing Parties and its Debt Financing Sources with the required information regarding the AMP Entities that is required to take be delivered to the Debt Financing Sources pursuant to any action definitive documentation entered into therewith, and other financial and pertinent information regarding the AMP Entities, as may be reasonably required by the Debt Financing Sources that is customary for similar debt financings; (ii) assisting the AMPSA Financing Parties and the Debt Financing Sources in respect the preparation of (A) pro forma financial information and financial statements and other materials, including carve-out financial statements (and related audit and review reports) for any bank financing, bond offering memorandum and similar documents in connection with any of the following to the extent that doing so would be commercially unreasonable): Debt Financing (including customary (1) assisting with lender presentations and confidential information memoranda and customary authorization letters for distribution thereof; and (2) offering documents for high yield offerings pursuant to Rule 144A or Regulation S under the preparation of customary Securities Act (a “Rule 144A/Reg S Offering”)) and (B) materials for rating agency presentations; (iii) facilitating customary due diligence and furnishing, offering documentsor using reasonable efforts to cause third parties to furnish, bank information memoranda to the AMPSA Financing Parties and the lenders, initial purchasers or investors or their advisers with due diligence materials prepared on behalf of Ardagh or GHV (including the delivery of customary representation lettersand their officers and employees) and similar documents other information reasonably required by Parent any lender, initial purchaser or investor or its advisers in connection with their due diligence investigation of the AMP Entities or GHV, including the furnishing of customary certificates of officers or directors of Ardagh, GHV or their Affiliates; and (iv) in the case of Ardagh, using commercially reasonable efforts to (A) obtain from Ardagh’s auditors such accountants’ customary SAS-72 style comfort letters (with customary negative assurance) in the form and substance customary for a Rule 144A/Reg S Offering and reports as may be required to implement or obtain the Debt Financing, and the consent of such auditors to the use of their reports in any materials relating to the Debt Financing and cause such accountants to cooperate with the AMPSA Financing Parties in connection with the Debt Financing; , including reviewing and commenting on the offering memorandum and participating in drafting sessions, (2B) assisting with the preparation of any customary pledge obtain such consents, legal opinions, surveys and security documents, definitive financing documents, closing certificates or other similar documents title insurance as may be reasonably requested by Parent required to be effective only at the Closing and only to the extent required by implement or obtain the Debt Financing; ; (3C) facilitating facilitate, effective as of the Closing or such other date as agreed between Ardagh and the Debt Financing Sources, the pledging of collateral and the delivery repayment or defeasance of insurance certificates any Indebtedness (including obtaining payoff, redemption or similar notices, effective as of the Closing) and the release of related liens and termination of security interests; (D) take reasonable actions necessary to (x) permit the lenders and prospective lenders involved in the Debt Financing to evaluate the current assets, cash management and accounting systems of the AMP Entities, and the policies and procedures relating thereto for the purposes of establishing collateral arrangements and to assist with other collateral audits and due diligence examinations reasonable and customary for debt financings, (y) comply with reasonable publicity guidelines with respect to the Debt Financing, including refraining from public comment regarding any such offering except as may be required by applicable law, and (z) establish bank and other accounts (including escrow accounts) and blocked account agreements and lock-box arrangements to the extent required by necessary in connection with the Debt Financing; ; (4E) subject cause the applicable AMPSA Financing Parties to receipt provide all documentation and other information regarding the AMPSA Financing Parties or their applicable Subsidiaries as is required by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any applicable “know your customer” information required by regulatory authorities and anti-money laundering rules and regulations including the USA PATRIOT Act and requested by the lenders in writing within five (5) Business Days of such request; (F) execute or cause the applicable AMPSA Financing Sources or (ii) such financial and other pertinent information available Parties to the Company regarding the Company execute, customary definitive financing documents, as may be reasonably requested by Parent solely to the extent required to consummate implement or obtain the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials Financing (including customary comfort letters) to the extent required in connection with the marketing a certificate of the Debt Financing; chief financial officer of FinanceCo with respect to solvency matters); (6G) making available appropriate senior officers assist the AMPSA Financing Parties to participate with senior officers obtain waivers, consents, estoppels and approvals from other parties to material leases to which Ardagh or any Affiliate of Parent, on reasonable advance notice, to participate in Ardagh is a reasonable number of customary meetings party; and (including road showsH) with prospective lenders take corporate and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all other actions necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing (including executing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization closing documents and representation letters certificates, executing and delivering any escrow agreements (if applicable)). In connection with the marketing materials (including regarding the absence of material non-public information); and (10confidential information memoranda and lender presentations) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments rating agency presentations related to the Debt Financing or the Transactions, (B) any description of all or any component syndication of the Debt Financing, including any GHV and Ardagh consent to the use of their name, logos, trademarks and service marks in a manner that is reasonable and customary for such description financing transactions; provided that such names, logos, trademarks and service marks are used solely in a manner that is not intended to be included in liquidity nor reasonably likely to harm or disparage GHV or Ardagh or the reputation or goodwill of GHV or Ardagh and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K)their marks. (b) Notwithstanding anything to the contrary set forth herein, nothing in Section 6.21(a) will require GHV to take any action in connection with the Debt Financing that, in the good faith determination of GHV, would (i) involve entry into any definitive financing documents by GHV, its Affiliates or any of its or their respective Representatives, (ii) Nothing in this Section 6.4(d) requires the Companyrequire GHV, its Subsidiaries and Affiliates or any of its or their respective Affiliates to: Representatives to be the issuer of any securities or issue any offering document, (1iii) require GHV, any of its Affiliates, or any of its or their respective Representatives to provide any assistance information the disclosure of which is prohibited or restricted by applicable Laws or legal proceeding or that is legally privileged and disclosure of which would result in a loss of privilege, (iv) require GHV, any of its Affiliates, or any of its or their respective Representatives, to take any action that will conflict with or violate the Organizational Documents of such Person or any applicable Law, (v) require any officer, director or employee of GHV or its Affiliates to deliver or be required to deliver any certificate or take any other action to the extent it any such action would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violateresult in personal liability to such officer, in the opinion of the Companydirector or employee, applicable Law; (2vi) encumber require GHV, any of the assets its Affiliates, or any of the Company, its Subsidiaries and or their respective Affiliates prior Representatives to the Closing; (3) pay pledge or cause or permit any commitment or other feeEncumbrance to be placed on any of their respective assets, expenses or other costs or make guarantee any other payment Indebtedness or incur any other liability in connection with the Debt Financing prior Financing, or (vii) require GHV, any of its Affiliates, or any of its or their respective Representatives to the Closing Date; (4) take pay any action that would result in a breach of fees or expenses or otherwise incur any Contract, result in a violation of Law liability or result in a violation of organizational documents of the Companygive any indemnities. Ardagh will indemnify and hold harmless GHV, its Subsidiaries Affiliates and its and their respective Affiliates Representatives from and against any and all Losses suffered or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates incurred by them in connection with the arrangement or obtaining of the Debt Financing that would be effective prior to and the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any performance of their respective directors or officersobligations under Section 6.21(a), are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Companyof GHV, reimburse the Company GHV, its Affiliates and its and their respective Representatives for all reasonable and documented out-of-pocket costs and expenses incurred by the CompanyGHV, its Subsidiaries Affiliates or its and their respective Affiliates, and their respective Representatives, Representatives in connection with their respective obligations the Debt Financing or the cooperation provided pursuant to Section 6.21(a) (it being understood that, if the Closing occurs, such costs and expenses are Transaction Expenses). For purposes of this Section 6.4(d6.21(b). Parent acknowledges , references to “GHV” shall not include the Surviving Corporation. (c) Ardagh shall cause the AMPSA Financing Parties and agrees their Subsidiaries to (i) enter into the agreements and other documents required to be entered into by the AMPSA Financing Parties or any of their Subsidiaries (such agreements and other documents, the “Debt Financing Documents”) in connection with the Committed Debt Financing on substantially the terms and conditions contained in the Committed Debt Financing Documents (including any “market flex” provisions) or, if applicable, any other Debt Financing in form and substance reasonably satisfactory to Ardagh; provided that, unless consented to in writing by GHV, (A) the terms, including interest rate and fees, of such other Debt Financing shall not, taken as a whole, be materially less favorable to the AMPSA Financing Parties than those in the Committed Debt Financing Documents as in effect on the date hereof, (B) such other Debt Financing shall not have conditions to funding more onerous than the Commitment Conditions Precedent (the terms described in subclauses (A) and (B), the “Required Debt Financing Terms”) and (C) Ardagh shall deliver all commitment letters (together with all related fee letters) and other definitive documents in respect of such other Debt Financing to GHV; provided, further, that none GHV shall be given a reasonable opportunity to review and comment on the Definitive Debt Financing Agreements prior to the execution and delivery thereof and any such comments shall be considered in good faith by Ardagh, (ii) until definitive agreements on terms not less favorable to the AMPSA Financing Parties than the Required Debt Financing Terms are entered into by the AMPSA Financing Parties with respect to Debt Financing (such agreements, the “Definitive Debt Financing Agreements”), maintain in effect the Commitment Financing Documents, (iii) materially comply with the obligations in the Debt Financing Documents that are within their control and satisfy on a timely basis all conditions in the Debt Financing Documents that are within their control and (iv) upon the satisfaction or waiver of the CompanyCommitment Conditions Precedent or the conditions precedent to other Debt Financing set forth in the Definitive Debt Financing Agreements, its Subsidiaries and their respective Affiliates shall, consummate the Debt Financing at or prior to the Closing. (d) Ardagh shall keep GHV informed with respect to all activity concerning the status of the Debt Financing and shall give GHV prompt written notice upon it or any of its Affiliates’ obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, incur any liability with or without notice, lapse of time or both, would reasonably be expected to give rise to any Person material breach or default) by any party to any Debt Financing Documents then in place, (ii) any actual or threatened withdrawal, repudiation or termination of the Debt Financing by any of the Debt Financing Sources and (iii) any material dispute or disagreement between or among any of the parties to the Debt Financing Documents. None of Ardagh, FinanceCo or any of the other AMPSA Financing Parties shall, without the prior written consent of GHV, amend, modify, supplement, restate, substitute, replace, terminate, or agree to any waiver under any Debt Financing and Documents (including the Committed Debt Financing Documents) in a manner that Parent will indemnify and hold harmless (A) reduces the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any amount of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized available at or prior to Closing to an amount which would yield net proceeds less than $2,315,000,000, (B) adds or expands on the conditions precedent to the funding of the Debt Financing, as compared to the Commitment Conditions Precedent as in connection therewitheffect on the date hereof or (C) adversely affects the ability of the AMPSA Financing Parties to enforce their respective rights against the Debt Financing Sources, other than incurred as a result compared to the terms of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent the Committed Debt Financing Documents as in this Section 6.4(d) shall survive effect on the termination of this Agreementdate hereof.

Debt Financing. (i) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of appropriate and customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documentsdocuments consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt FinancingClosing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financingcollateral; (4) subject to receipt by the Company Parent of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Datecustomary confidentiality undertakings from Financing Sources, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) Sources identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt FinancingFinancing in accordance with the terms of the Debt Commitment Letter as in effect on the date hereof; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt FinancingFinancing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate senior officers to participate with senior officers of Parentand employees, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing;5.4(g); and (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d5.4(g) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable LawAffiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) require the Company, its Subsidiaries and their respective Affiliates to pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any ContractContract in effect as of the date hereof, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representativesofficers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 6.4(d5.4(g). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representativesdirectors, officers, employees, representatives and advisors, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From The Founder and the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and Sponsors shall cause its Representatives to, at the Parent’s expense, use their respective reasonable best efforts and cooperate in good faith to provide customary cooperation reasonably requested by Parent in connection with obtaining arrange debt financing (“Debt Financing”) for the Target to be implemented through Holdco at or following the Closing on market terms (as mutually agreed by the Parties). The Founder and the Sponsors shall coordinate with banks and other financing sources identified by the Founder (the “Financing Banks”) in connection with the consummation Debt Financing, and the Founder Parties and the Sponsors shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Founder. Notwithstanding the foregoing, the Founder shall (i) consult with the Sponsors on the terms of all Debt Financing documentation, the agreement of which shall be subject to the mutual consent of the Mergers Founder and the Sponsors, (collectivelyii) not agree to any terms of the Debt Financing that would reasonably be expected to disproportionately (as compared to the Founder) and adversely impact the Sponsors without the consent of the Sponsors, (iii) circulate to the “Sponsors all drafts of the Debt Financing documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the sources of the Debt Financing”), and (v) include the Sponsors in such discussions and negotiations if so reasonably requested. (b) Each of the Parties shall (i) furnish the Financing Banks with financial and other pertinent information as may be reasonably requested by the Financing Banks as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the following (it being understood type and agreed that in no event shall any party be form customarily required to take any action in respect of consummate the following facilities contemplated by the Debt Financing, subject to the extent that doing so would be commercially unreasonable): appropriate confidentiality undertakings, (1ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; , and (2iii) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be taking all corporate actions reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available Banks to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with permit the consummation of the Debt Financing, subject to including facilitating the occurrence pledging of the Closing; (8) taking all necessary corporate or entity actionscollateral and, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing therewith, executing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization any pledge and representation letters security documents (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placementsecurities of Holdco, arrangement or syndication of loans (except that in no event shall BVI I, Parent and the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the TransactionsSurviving Company), (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors other definitive financing documents or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach ofcertificates, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably documents as may be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request requested by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementBanks.

Debt Financing. (i) From Prior to the date of this Agreement until the Closing, subject to Section 6.4(d)(ii)Closing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives tocommercially reasonable efforts to provide, to the Parent Parties, in each case at the Parent’s sole expense, use reasonable best efforts to provide all customary cooperation reasonably requested in writing by Parent in connection with obtaining debt financing (e-mail being sufficient) in connection with the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Mergers Acquired Companies and the Company Properties effective as of or after the Partnership Merger Effective Time (collectively, the “Debt Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be using commercially unreasonable):reasonable efforts to: (1) assisting upon reasonable notice, direct employees of the Acquired Companies with appropriate seniority and expertise to participate in a reasonable number of meetings (including one-on-one meetings or conference calls with providers of the Debt Financing), drafting sessions, road shows, rating agency presentations and due diligence sessions and other syndication activities and presentations with prospective lenders at reasonable times and locations mutually agreed; provided, that any such meeting or communication may be conducted virtually by videoconference or other media; (2) provide reasonable and customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for rating agency presentations, offering documentsprivate placement memoranda, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as reasonably requested by Parent; and (C) limited to information to be contained therein with respect to the Acquired Companies; (3) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (4) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Partnership Merger Effective Time); (5) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent; (6) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff, defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided, that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the occurrence of, the Closing); (7) cooperate with obtaining customary title insurance with respect to each material Company Property as reasonably requested by Parent; (8) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Debt Financing; (9) cause the Company’s independent auditors to deliver customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (210) assisting provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (11) consent to the use of the Acquired Company’s logos in connection with the preparation Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (12) reasonably cooperate with the marketing efforts of Parent and its financing sources for any customary pledge Debt Financing to be raised by Parent to complete the Mergers and security documents, definitive financing documents, closing certificates or the other similar documents transactions contemplated by this Agreement; (13) as may be reasonably requested by Parent, following the obtainment of the Stockholder Approval, form new direct or indirect Wholly Owned Company Subsidiary pursuant to documentation reasonably satisfactory to Parent to be effective only at and the Closing and only to the extent required by the Debt FinancingCompany; (314) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely Parent, and no earlier than immediately prior to the extent required Partnership Merger Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to consummate be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Debt FinancingCompany, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters15) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to any potential financing source; (16) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Company Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Ground Leased Company Property (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 7.2, and (C) the Company shall be entitled to have representatives present at all times during any such inspection); and (17) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents reasonably requested by Parent and required in connection with the marketing Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 6.4(d7.12(a)(i) if the Company shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 7.12(a)(i) to the extent that it: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance Acquired Companies to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability (including, without limitation, any commitment fees and expense reimbursement) in connection with the Debt Financing prior to the Closing Date; (4except those fees, expenses and liabilities for which the Company is reimbursed by Parent); (iii) requires the Acquired Companies or their respective directors, trustees, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing (other than with respect to customary authorization letters with respect to bank information memoranda) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Partnership Merger Effective Time; (iv) requires the Acquired Companies or their counsel to give any legal opinion; (v) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law; (vi) requires the Acquired Companies to provide access to or disclose information that the Company or any of its Subsidiaries determines would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company Parties shall use reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (vi)); (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or would conflict with or violate, its organizational documents, or would result in a violation or breach of, or default under, any Material Contract to which any of the Acquired Companies is a party or any applicable Laws; (viii) would result in any officer or director of the Acquired Companies incurring personal liability with respect to any matter relating to the Debt Financing or requires any officer, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications or (ix) requires the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement. In no event shall the Company Parties be in breach of this Agreement because of the failure to deliver any Contract, result financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof and is not otherwise prepared in a violation the ordinary course of Law business of Acquired Companies at the time requested by Parent or result in a violation (B) for the failure to obtain review of organizational documents of any financial or other information by its accountants after using commercially reasonable efforts to obtain the same. In no event shall the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company, its Subsidiaries and or any of their respective Affiliates or impose Representatives) or expense (including legal and accounting expenses) in connection with assisting the Parent Parties in arranging the Debt Financing or as a result of any liability on information provided by the Company, its Subsidiaries and or any of their respective Affiliates; (5) authorize, execute Affiliates or deliver any definitive documentation or certificates Representatives in connection with the Debt Financing that would be effective prior to the Closing Date Partnership Merger Effective Time (except those fees, expenses, financial commitments or that are not conditioned upon Closing; (6) be responsible other financial obligations for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither which the Company nor its Subsidiaries nor their respective Affiliatesis reimbursed by Parent). None of the representations, nor warranties or covenants of the Company Parties set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of the Company Subsidiaries, or any of their respective directors or officersRepresentatives at the request of Parent pursuant to Section 7.12. For the avoidance of doubt, are required to take any action the Parties hereto acknowledge and agree that the provisions contained in this Section 7.12(a)(ii) represent the capacity as a member sole obligation of the board of directors of the Company, its Subsidiaries Acquired Companies and their respective Affiliates with respect to authorize or approve cooperation in connection with the Debt Financing. (iii) Parent will, shall reimburse the Acquired Companies promptly upon request by the Company, reimburse the Company demand for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) (other than in respect of the preparation of customary historical financials) incurred by the Company, Acquired Companies and its Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives in connection with their respective obligations the cooperation under Section 7.12, any action taken by them at the request of Parent pursuant to this Section 6.4(d7.12 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 7.12). Parent acknowledges , and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, its Subsidiaries Acquired Companies and their respective Affiliates, Representatives and each of the Acquired Companies’ and their Representatives’ respective Representativespresent and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any and all out-of-pocket costs, expenses, losses, damages, liabilities, claims, costs, expenses, judgments, penalties fines, penalties, interest, settlements, awards and fines liabilities suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement and consummation of the Debt Financing and any information utilized used in connection therewith, therewith (other than incurred as a result of such parties’ gross negligence, willful misconduct the information provided in writing by the Company or intentional fraudthe other Acquired Companies to Parent specifically in connection with their obligations pursuant to Section 7.12(a)). The obligations provisions of Parent in this Section 6.4(d7.12(a)(iii) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 7.12(a)(iii) shall survive the termination of this Agreement (and in the event the Mergers and the other transactions contemplated hereby are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under Section 7.12, and not previously reimbursed). (iv) All confidential information regarding the Acquired Companies obtained by the Parent Parties and their respective Affiliates and Representatives pursuant to Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement. For the avoidance of doubt, without the prior written consent of the Company, in no event will the Parent Parties or any of their respective Affiliates (which for this purpose will be deemed to include each direct investor in the Parent Parties) enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential source of Debt Financing that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such source of Debt Financing to provide Debt Financing or other assistance to any other party in any other transaction involving the Acquired Company (provided that the foregoing shall not prohibit the establishment of customary “tree” arrangements). (v) Prior to the Closing Date, upon the request of the Company, Parent shall keep the Company reasonably informed in reasonable detail of the status of its efforts to arrange the Debt Financing. The Parent Parties acknowledge and agree that the obtaining of the Debt Financing is not a condition to Closing and that the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of the obtaining (or the failure to obtain) the Debt Financing.

Debt Financing. (ia) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the The Company shallshall use commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective Representatives to use commercially reasonable efforts to, at the Parent’s expensesole expense for any and all reasonable and documented out-of-pocket expenses directly and solely related thereto (excluding any such fees of the Company’s Representatives), use provide on a timely basis all such reasonable best efforts to provide customary assistance and cooperation in connection with the arrangement of the Debt Financing contemplated by the Debt Financing Commitments as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) making senior management of the Company reasonably available for customary lender meetings and “roadshow” presentations and cooperating with prospective lenders in performing their due diligence, (ii) subject to the Confidentiality Agreement, providing due diligence materials to the parties to the Debt Financing Commitments or other potential financing sources, (iii) furnishing all financial statements and financial and other information that are reasonably required (and reasonably available to the Company) in connection with obtaining such Debt Financing, (iv) assisting Parent and its debt financing sources in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary of, and executing, if applicable, an offering document and definitive transaction documents for such Debt Financing and materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation lettersv) and similar documents reasonably required by Parent in connection cooperating with the marketing efforts of Parent and its debt financing sources for such Debt Financing; , (2vi) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or providing such other similar documents as may be reasonably requested by Parent to be effective only at the Closing (and only reasonably available to the extent required by the Debt Financing; Company) in connection therewith, and (3vii) facilitating the pledging pledge of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing release of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned any Liens on the occurrence assets of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries) to secure the Debt Financing at and after the Closing; provided, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication that none of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise or any Subsidiary, and none of their respective directors, officers or employees, shall be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment similar fee or incur any other liability in connection with the Debt Financing prior to the Closing Date;Closing. (4b) take any action that would result in a breach of any ContractParent shall use commercially reasonable efforts to take, result in a violation of Law or result in a violation of organizational documents of cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Company, its Subsidiaries and their respective Affiliates or impose any liability Debt Financing on the Companyterms and conditions described in the Debt Financing Commitments, its Subsidiaries including commercially reasonable efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Parent and their respective Affiliates; Merger Sub to obtaining the Financing (5including by consummating the Equity Financing at or prior to the Closing), (iii) authorize, execute enter into definitive agreements with respect thereto on terms and conditions contained in the Debt Financing Commitments or deliver any definitive documentation or certificates consistent in connection all material respects with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective AffiliatesCommitments, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of (iv) consummate the Company, its Subsidiaries and their respective Affiliates shall, Financing at or prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, . If the Debt Financing Commitments shall expire or terminate for any reason, Parent shall use commercially reasonable efforts to promptly obtain, and any information utilized in connection therewithwill promptly provide the Company with a copy of, a new financing commitment that provides for an amount of financing sufficient to consummate the transactions contemplated hereby and other than incurred as a result terms and conditions the aggregate effect of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of which is not adverse to Parent in this Section 6.4(d) comparison with those contained in the Debt Financing Commitments as originally issued (an “Alternate Financing”). Any Alternate Financing may be made by some or all of the lenders that are parties to the Debt Financing Commitments as originally issued or another bona fide lender or lenders acceptable to the Company. Parent shall survive accept any such commitment letter if the termination of this Agreementfunding conditions and other terms and conditions contained therein are not adverse to Parent in comparison with those contained in the Debt Financing Commitments as originally issued.

Debt Financing. The Company and Parent agree (i) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives to, at the Parent’s expense, use their reasonable best efforts to provide customary provide, and to use their reasonable best efforts to cause their respective officers, directors, employees, financial advisors, counsel, accountants and other Representatives and Affiliates to provide, and (ii) to exercise, at the request of the Investors, their rights under the Porsche Merger Agreement to seek compliance by Porsche with its obligations to provide, all cooperation reasonably requested by Parent in connection with obtaining debt financing the lenders under the Debt Financing and/or Investors in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including provided that nothing in this clause (ii) shall require the following Company or Parent to commence a Proceeding against Porsche. Such cooperation shall include but shall not be limited to the following: (it being understood a) participating (with appropriate seniority and agreed that in no event shall any party be required to take any action in respect expertise of the following Company to participate as possible) at reasonable times, upon reasonable advance notice, in meetings, presentations, due diligence sessions, and sessions with rating agencies, and otherwise cooperating with the extent that doing so would be commercially unreasonable):marketing efforts for any of the Debt Financing; (b) assisting the lenders under the Debt Financing and/or the Investors (in connection with the arrangement of the Debt Financing) with the timely preparation of customary: (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably documents; (2) memoranda and similar documents; and (3) forecasts of financial statements for one or more periods following the Closing Date (which, for the avoidance of doubt, will not include or be deemed to require the Company to prepare such forecasts of financial statements), in each case, as requested by the lenders under the Debt Financing or as otherwise required by Parent in connection therewith; (c) cooperating with the lenders under the Debt Financing and/or the Investors (in connection with the arrangement of the Debt Financing; (2) assisting in connection with the preparation and registration of any customary pledge and security documents, currency or interest hedging arrangements and other definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent the lenders under the Debt Financing (including using reasonable best efforts to be effective only at the Closing and only obtain consents of accountants for use of their reports in any materials relating to the extent required Debt Financing and accountants’ comfort letters, in each case, as reasonably requested by the lenders under the Debt Financing and/or the Investors (in connection with the arrangement of the Debt Financing)), and otherwise reasonably facilitating the pledging of collateral, including but not limited to stock certificates, and the granting of security interests in respect of the Debt Financing; (3d) furnishing the lenders under the Debt Financing and/or the Investors (in connection with the arrangement of the Debt Financing), as promptly as practicable, with the Required Financing Information; (e) cooperating with the lenders under the Debt Financing to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by such lenders; (f) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the delivery release and termination of insurance certificates any and all related liens) on or prior to the extent Closing Date; (g) delivering notices of prepayment within the time periods required by the Debt Financingrelevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (4h) subject to receipt by the Company of a Joinder providing authorization letters to the Confidentiality Agreement lenders under the Debt Financing authorizing the distribution of information to prospective lenders or investors, in connection with any marketing efforts in connection with the form prescribed thereinDebt Financing, provided that the recipients of such information agree to customary confidentiality arrangements; (i) taking all corporate and other actions reasonably requested by the lenders under the Debt Financing to permit the extent consummation of the Debt Financing; and (j) if requested by the Investors (in writing no less than ten connection with the arrangement of the Debt Financing) or lenders under the Debt Financing at least three (103) Business Days prior to the Closing Date, within a reasonable time furnishing to the potential debt financing sources for lenders under the Debt Financing (with all documentation and other information about the “Financing Sources”) identified Company and the Company Subsidiaries and Affiliates as is reasonably requested by Parent, as promptly as practicable, any such lenders relating to applicable “know your customer” information required by regulatory authorities anti-money laundering and requested by any other applicable governmental rules and regulations. Without limiting the generality of the foregoing, the Company and its Subsidiaries shall comply, and shall seek to have Porsche and its Subsidiaries comply, with the covenants applicable to any of them set forth in the Porsche Merger Agreement with respect to the Debt Financing, and shall use commercially reasonable efforts to cause to be satisfied all conditions to fund the Debt Financing. The Company hereby consents to the reasonable use of its logos (without granting to any person any right, title or interest therein except for the limited rights expressly provided in this sentence) in connection with the Debt Financing Sources so long as such logos are used solely in a manner that is not intended to nor reasonably likely to harm or (ii) such disparage the Company or the reputation or goodwill of the Company or any of its marks or other Company Intellectual Property Rights. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, the Company shall provide, and shall seek to have Porsche and its officers, directors, employees, financial advisors, counsel, accountants and other pertinent information available to the Company regarding the Company Representatives and Affiliates provide, such cooperation as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required Investors in connection with obtaining alternative financing from alternative sources. (k) No lender under the marketing Debt Financing will have any liability to the Company or any of its Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether at law or equity, in contract, in tort or otherwise. Neither the Company nor any of its Affiliates will have any liability to the lender or any of its Affiliates relating to or arising out the Debt Financing or otherwise, whether at law or equity, in contract, in tort or otherwise. (l) Notwithstanding anything to the contrary in this Agreement, none of the Debt Financing;Company, any of the Company Subsidiaries or any of its or their respective directors or officers or other personnel, shall be required by this Section 7.15 to take any action or provide any assistance that unreasonably interferes in any material respect with the ongoing operations of the Company and the Company Subsidiaries or to execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. (6m) making available appropriate senior officers Notwithstanding anything in this Agreement to participate with senior officers of Parentthe contrary, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation none of the Debt FinancingCompany or the Company Subsidiaries shall be required to (a) pay any commitment or other similar fee, subject including under any guarantee or pledge or any other document relating to the occurrence of Debt Financing prior to the Closing; Closing or (8) taking all necessary b) enter into any binding agreement or commitment or any resolution or otherwise take any corporate or entity actionssimilar action with respect to the Debt Financing that, which shall be in each case, is not conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.

Debt Financing. 5.2.1 MAAX hereby also covenants and agrees in favour of the Newco Parties that from the date hereof until the earlier of (i) From the date of Effective Date, or (ii) this Agreement until the Closinghaving been terminated pursuant to Article 7 hereof, subject MAAX shall use commercially reasonable efforts to Section 6.4(d)(ii), the Company shallperform, and shall cause its Representatives to, at the Parent’s expense, Subsidiaries to use commercially reasonable best efforts to provide customary cooperation reasonably requested perform, all obligations required to be performed by Parent in connection with obtaining debt financing MAAX or any of its Subsidiaries under this Agreement in connection with the consummation implementation of the Mergers (collectivelyDebt Financing and shall use commercially reasonable efforts to do all such other acts and things as may be necessary in order to implement and make effective, as soon as reasonably practicable, the “Debt Financing”)Financing and, including the following (it being understood without limitation, MAAX shall, and agreed that in no event where appropriate shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable):cause its Subsidiaries to: (1a) assisting with cooperate in the preparation of customary materials for rating agency presentationsan information package regarding MAAX and its Subsidiaries, offering documentsincluding, bank information memoranda (including without limitation, the delivery of customary representation letters) and similar documents all information relating to the transactions contemplated hereby, deemed reasonably required necessary by Parent in connection with the lenders under the Debt Financing; (2) assisting with Commitment Letter to complete the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing syndication of the Debt Financing; (6b) making available appropriate senior officers cooperate in the presentation of an information package acceptable to participate with senior officers of Parent, on reasonable advance notice, to participate the lenders under the Debt Commitment Letter in a reasonable number of customary lender meetings (including road shows) and other communications with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation syndication of the Debt Financing, subject to the occurrence including, without limitation, direct contact between Senior Management and representatives of the ClosingNewco Parties with prospective lenders and participation of such persons in lender meetings; (8) taking all necessary corporate or entity actions, which shall be conditioned on c) cooperate in the occurrence preparation of a version of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required information package and presentation in connection with the consummation syndication of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of that does not contain material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company concerning MAAX and its Subsidiaries, as Parent may reasonably request, customary for use in information documents ; (d) cooperate with respect to the placementimplementation, arrangement on the Effective Date or syndication prior thereto, in contemplation of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component closing of the Debt Financing, including of the security interests, claims and hypothecs in all assets, including, without limitation, all personal, real, mixed moveable and immoveable property, of MAAX and its Subsidiaries; (e) cooperate in the pay-off and retiring of such existing Indebtedness of and related security interests, claims and hypothecs granted by MAAX and/or any such description of its Subsidiaries, as may be designated by Newco or Newco II, and shall, without limitation, give timely pre-payment notice as may be applicable and provide Newco and Newco II, at least three days prior to the Effective Date, with estimated balance, penalties, fees, per diem and other particulars as may be included required by Newco or Newco II to effect payment on the Effective Date; (f) cooperate in liquidity the preparation of a prospectus, offering memorandum or private placement memorandum suitable for use in a customary "high-yield road show" and capital resources disclosure the participation of the senior management of MAAX and its Subsidiaries and representatives of the Newco Parties in the road show; (g) cooperate in the rating agency process, as reasonably requested by the lenders; (h) prepare any financial statements of MAAX or any “description of notes”its predecessors or Subsidiaries, whether audited or not, (Cincluding internal unaudited monthly financial statements) projections, risk factors or other forwardwhich are consistent with customary "high-looking statements relating yield" disclosure documents as mutually agreed by the respective accounting experts of MAAX and the Newco Parties in the letter addressed to all Newco (or any component of its Affiliates) and delivered to MAAX prior to the Debt Financingexecution of this Agreement and supplemented, as the case may be (Di) subsidiary financial statements to comply with the United States Securities and Exchange Commission rules and regulations or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing as may otherwise reasonably be required by the lenders under the Debt Commitment Letter; and, in this Section 6.4(dany event, which shall include audited historical consolidated financial statements of (x) requires MAAX for the three years ended February 29, 2004, prepared under both GAAP and United States generally accepted accounting principles, and (y) Aker Plastics Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to Inc. for the extent it would interfere with or disrupt the ongoing business or operations period of the Companyfive months ▇▇▇ 24 days ended October 24, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate2002 under United States generally accepted accounting principles, in the each case with a clean audit opinion of the Companyfrom KPMG LLP, applicable Lawon or prior to April 26, 2004; (2i) encumber take all necessary actions regarding the implementation of internal procedures required for the reporting, commencing after the Effective Date, of internal unaudited monthly financial statements; and (j) cause its auditors to deliver comfort letters as the lenders may reasonably request and to consent to the use of their auditors' report relating to the audited financial statements referred to in Section 5.2.1(h) for any of period covered by such audited financial statements. 5.2.2 MAAX hereby agrees and acknowledges that the assets of information regarding the Company, Debt Financing and information provided by MAAX and its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability lenders under the Debt Commitment Letter in connection with the Debt Financing may be disseminated to potential lenders and other Persons through one or more internet sites and hereby authorizes the use of its and its Subsidiaries' logos in connection with any such dissemination. MAAX and MAAX's counsel shall be given reasonable opportunity to review and comment on any such information and on the presentation of any such information through one or more internet sites prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result public dissemination of such parties’ gross negligence, willful misconduct information through one or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreementmore internet sites.

Debt Financing. (ia) From Tyler acknowledges that it shall be fully responsible for obtaining the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, Debt Financing and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent arrange and obtain the Debt Financing on the terms and subject only to the conditions described in connection with obtaining debt financing the Financing Letter. (b) Subject to Section 7.2, NWS shall use its reasonable best efforts to cooperate in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Financing as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinTyler, including (i) to the extent requested participation in writing no less than ten (10) Business Days prior to the Closing Datemeetings, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parentdrafting sessions, as promptly as practicablepresentations, any “know your customer” information required by regulatory authorities road shows, and requested by the Financing Sources or due diligence, (ii) such furnishing Tyler and the financing sources with financial and other pertinent information available to the Company regarding the Company NWS as may be reasonably requested by Parent solely to the extent required Tyler to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (, including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type required by Regulation S-X and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated Regulation S-K under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication (other than Rule 3-10 of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the TransactionsRegulation S-X), (Biii) assisting Tyler and the financing sources in the preparation of informational and marketing materials and documents for any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component portion of the Debt Financing, (Div) subsidiary financial statements or reasonably cooperating with the marketing efforts of Tyler and the financing sources for any other information portion of the type required Debt Financing, (v) reasonably facilitating the identification of collateral, (vi) reasonably facilitating the provision of information for disclosure schedules and closing deliverables, in each case as customarily provided to lenders, and (vii) obtaining accountants’ comfort letters, accountants’ consent letters, legal opinions, surveys, and title insurance as reasonably requested by Rule 3-09Tyler; provided, Rule 3-10 or Rule 3-16 of Regulation S-X or however, that Tyler shall pay (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Companyand, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violatepracticable, in the opinion of the Companyadvance) any out-of-pocket costs or expenses incurred in connection therewith (including, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment fee or incur any other liability in connection with the Debt Financing prior to the Closing Date; (4) take any action Effective Time); and, provided further, that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection such requested cooperation does not unreasonably interfere with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation ongoing operations of any pro forma financial information; or (7) provide any legal opinionNWS. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent willTyler shall, promptly upon request by the CompanyNWS, reimburse the Company NWS for all reasonable out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, NWS in connection with their respective obligations pursuant to this Section 6.4(d)such cooperation. Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will Tyler shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, NWS from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines Losses suffered or incurred by any of them arising in whole or in part NWS in connection with such cooperation, the arrangement of the Debt Financing and any information utilized in connection therewith. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter, Tyler shall use its reasonable best efforts to promptly obtain alternative financing in an amount, together with cash of Tyler on the Closing Date, sufficient for Tyler to pay the Total Cash Consideration and to consummate the Merger and the other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent transactions contemplated by this Agreement on the terms set forth in this Section 6.4(d) shall survive the termination of this AgreementAgreement (an “Alternative Financing”).

Debt Financing. (ia) From The Company shall cause the date of this Agreement until the Closing, subject DCL Beneficiary to Section 6.4(d)(ii), the Company shalluse its reasonable best efforts to, and shall cause each of its Representatives Subsidiaries to use its reasonable best efforts to, at arrange and obtain the Parent’s expenseDebt Financing on terms and conditions not less favorable than (taken as a whole) those set forth in the Debt Commitment Letter (or such other terms as are reasonably acceptable to the DCL Beneficiary and the SPAC, use such consent of the SPAC not to be unreasonably withheld, delayed or conditioned) and prior to the End Date (as may be extended pursuant to Section 12.01(b)), including using reasonable best efforts to provide customary cooperation reasonably requested take all actions within its control to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers clause (collectively, the “Debt Financing”c) below), including (ii) promptly negotiate and enter into definitive agreements with respect thereto on the following (it being understood terms and agreed that conditions contained in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda Debt Commitment Letter (including the delivery of customary representation lettersflex provisions) and similar documents reasonably required by Parent in connection with the Debt Financing; or on other terms no less favorable (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents taken as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (iwhole) to the extent requested DCL Beneficiary and/or its applicable Subsidiaries (or such other terms as are reasonably acceptable to the DCL Beneficiary (or its applicable Subsidiaries) and the SPAC (such consent of the SPAC not to be unreasonably withheld, delayed or conditioned), (iii) satisfy or obtain a waiver thereof on a timely basis all conditions applicable to the DCL Beneficiary and/or its Subsidiaries in writing no less than ten the Debt Commitment Letter and such definitive agreements thereto that are within its (10or their) Business Days control, (iv) assuming that all conditions contained in the Debt Commitment Letter have been satisfied, consummate the Debt Financing at or prior to the Closing Dateand (v) enforce its rights under the Debt Commitment Letter. (b) At the reasonable request of the SPAC from time to time, furnishing the Company shall keep the SPAC reasonably informed as to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation status of the Debt Financing and to permit process. The Company shall give the proceeds thereof to be made available to Parent at the Closing; SPAC prompt notice (9i) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under termination, written repudiation, rescission, cancellation or expiration of the Securities Act for financings similar Debt Commitment Letter or the definitive agreements related to the Debt Financing, subject (ii) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to exceptions customary for such financings, and information relating give rise to a material breach or material default) by any party to the Debt Commitment Letter or any definitive agreements related to the Debt Financing, in each case of which the Company and becomes aware, (iii) of the receipt of any written notice or other written communication, in each case received from any Debt Financing Source with respect to any (A) material breach of the Company or any of its Subsidiaries’ obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, as Parent may reasonably requestor material default, customary for use in information documents termination or repudiation by any party of the Debt Commitment Letter or definitive agreements related to the Debt Financing or (B) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter, with respect to the placementobligation to fund the Debt Financing or the amount of the Debt Financing to be funded at the Closing or (iv) if, arrangement at any time, the Company believes in good faith that it will not be able to obtain all or syndication any portion of loans (except the Debt Financing on terms and conditions, in the manner, or from the sources contemplated by the Debt Commitment Letter or definitive agreements related to the Debt Financing; provided that in no event shall the Company be under any obligation to disclose any information described in this clause (10) be deemed pursuant to include or shall the Company otherwise be required to provide: foregoing clauses (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) that would waive the protection of attorney-client or similar privilege if the Company shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege and provided notice to the SPAC that such information is being withheld on such basis. As soon as reasonably practicable, the Company shall provide any description of all information reasonably requested in writing by the SPAC relating to any circumstance referred to in clause (i), (ii), (iii) or any component (iv) of the Debt Financing, including any such description immediately preceding sentence (subject to be included the exclusions and qualifications set forth in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component the proviso of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-Kimmediately preceding sentence). (iic) Nothing in this Section 6.4(d) requires The Company and the CompanyDCL Beneficiary shall have the right from time to time to amend, supplement or otherwise modify or waive its Subsidiaries and their respective Affiliates to:rights under the Debt Commitment Letter with the consent of the SPAC (such consent not to be unreasonably withheld, delayed or conditioned). The Company shall furnish to the SPAC a copy of any amendment, modification, waiver or consent of or relating to the Debt Commitment Letter promptly upon execution thereof. (1d) provide The Company and the SPAC each acknowledge and agree that the obtaining of any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any financing is not a condition to the Closing Closing. (e) For purposes of this Agreement (other than with respect to representations made by the Company and/or the DCL Beneficiary that speak as of the date hereof), references to (i) “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted or contemplated to be amended, modified, supplemented, restated, replaced or substituted by Sections 6.10(a), 6.10(c) and/or 8.09, (ii) “Debt Commitment Letter” shall also include any amendment, modification, restatement, supplement and replacement or substitution permitted or contemplated by Sections 6.10(a), 6.10(c) and/or 8.09, along with any “flex provisions” or other similar terms set forth in Article VII to not be satisfied or to otherwise cause a breach oftherein and (iii) “Debt Financing Sources” shall include lenders and other financing sources (including underwriters, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2placement agents and initial purchasers) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with providing the Debt Financing prior pursuant to the Closing Date; (4Debt Commitment Letter, as permitted to be amended, modified, supplemented, restated, replaced or substituted by Sections 6.10(a), 6.10(c) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financingand/or 8.09. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.

Debt Financing. (ia) From the date of this Agreement until Prior to the Closing, subject to Section 6.4(d)(ii), the Company shall, and Company Subsidiaries shall cause its Representatives to, at the Parent’s expense, use their reasonable best efforts to provide all customary cooperation reasonably requested in writing by Parent and Buyer in connection with obtaining Parent and/or Buyer arranging any debt financing in connection with the consummation of transactions contemplated by this Agreement, which debt financing may be incurred before or following the Mergers Closing, including amendments to Parent’s credit facility or issuing private placement bonds (collectively, the “Debt Financing”), including all cooperation reasonably requested to enable Parent, Buyer and their Representatives to prepare financial statements, including pro forma financial statements, in compliance with applicable SEC requirements for use in a registered or unregistered offering of debt securities in connection with such Debt Financing and to enable accountants of Parent and/or the Company to audit or review such financial statements, including, if requested by Parent, using reasonable best efforts to (x) provide a customary representation letter in such form as is reasonably required by accountants of Parent and/or the Company, as applicable, with such facts and assumptions as reasonably determined by such accountants in order to make such certificate accurate, signed by the individual(s) responsible for the Company’s financial reporting, as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants in order to enable an independent public accountant to render an opinion on such financial statements, (y) cause the auditor of the Company’s financial statements to provide its consent to the inclusion of such report, without exception or qualification, with respect to the Audited Financial Statements in any offering document of Parent or Buyer or any report of Parent or Buyer filed with the SEC, and (z) to provide to Parent and its underwriters, or the equivalent in an unregistered offering of securities, customary and appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards and to participate in due diligence sessions customarily conducted in connection with the provision of comfort letters. In furtherance of the foregoing, the Company shall use its reasonable best efforts to provide to Parent and Buyer the Company’s unaudited consolidated balance sheet as of June 30, 2018, and the related statements of income or operations for the 6-month periods ended June 30, 2018 as soon as reasonably practicable following (it being understood and agreed that the end of the Company’s second quarter of 2018 period but in no event later than August 4, 2018. For the avoidance of doubt, (i) nothing herein shall require such cooperation to the extent it would unreasonably interfere in any party material respect with the business or operations of the Company or Company Subsidiaries or require the Company or Company Subsidiaries to agree to pay any fees, reimburse any expenses, incur any liability or give any indemnities prior to the Closing except to the extent subject to indemnification and reimbursement pursuant to Section 5.10(b); (ii) neither the Company nor any of its Subsidiaries shall be required to enter into (or approve) any definitive agreement related to any proposed Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing; (iii) neither the Company nor any of its Subsidiaries shall be required to take any action in respect that would require any director, officer or employee of the following Company or any Company Subsidiary to the extent that doing so would execute, or be commercially unreasonable): required to enter into, or adopt any resolutions approving, any document, agreement, certificate or instrument (1other than with respect to any authorization letter described in this Section 5.10) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Financing except as may be reasonably requested by Parent to be effective only at or after the Closing and only to the extent required by the Debt Financing; Closing; (3iv) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by neither the Company nor any of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may its Subsidiaries shall be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required provide in connection with the marketing Debt Financing any information the disclosure of which is prohibited or restricted under Law or is legally privileged; and (v) none of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions Company or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which any Company Subsidiary shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: , and Parent and the Buyer shall be solely responsible for, (A1) the preparation of pro forma financial statements information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments related desired to the Debt Financing or the Transactionsbe incorporated into any pro forma financial information, (B2) any description of all or any component of the Debt Financing, including any such description to be included in any liquidity and or capital resources disclosure or any “description of notes”, (C3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D4) 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 X, (E5) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K)K or (6) any solvency certificate or equivalent certification or representation. (iib) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon Upon request by the Company, Parent and Buyer shall promptly (and in any event within ten (10) calendar days of invoice) reimburse the Company and the Company Subsidiaries for all out-of-pocket costs and expenses (including legal fees and expenses) incurred by the Company, its Company and/or any of the Company Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this providing the cooperation contemplated by Section 6.4(d5.10(a). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will Buyer shall indemnify and hold harmless the Company, its Subsidiaries Company and their respective Affiliatesthe Company Subsidiaries, and each of their respective Representatives, from and against any and all losses, damages, liabilities, claims, costsinterest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and fines amounts paid in settlement suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing Financing, including providing the support and cooperation contemplated by Section 5.10(a) and any information utilized in connection therewiththerewith (other than written factual information, other than incurred projections, estimates, budgets and other forward-looking information and information of a general economic or industry specific nature), that has been provided to Parent or its Affiliates with the express and written agreement that such information is to be used in the marketing materials for the Debt Financing). (c) Parent and Buyer each acknowledge and agree that (i) the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) the Debt Financing, and (ii) it shall continue to be obligated to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing. (d) All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Parent, Buyer and Merger Sub will be permitted to disclose such parties’ gross negligenceinformation to any Debt Financing sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, willful misconduct initial purchasers or intentional fraud. The obligations placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto, or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of Parent which the Company is a beneficiary. (e) Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 6.4(d) 6.2(b), as it applies to the Company’s and the Company Subsidiaries’ obligations under this Section 5.10, shall survive be deemed satisfied unless the termination Company and the Company Subsidiaries have Willfully Breached their obligations under this Section 5.10 and such Willful Breach has been a primary cause of this Agreementthe Debt Financing not being obtained.

Debt Financing. (ia) From the date of this Agreement until the Closing, subject Parents and Genco Holdings agree to Section 6.4(d)(ii), the Company shallprovide, and shall cause its each Company and their respective Representatives toto provide, at the Parent’s expense, use reasonable best efforts to provide customary all cooperation reasonably requested by Parent in connection with obtaining debt financing Buyer and necessary in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, "road shows" and agreed that in no event shall any party be required to take any action in respect sessions with rating agencies, (ii) preparation by Genco Holdings of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentationsbusiness projections, financial statements, offering documentsmemoranda, bank information memoranda (including the delivery of customary representation letters) private placement memoranda, prospectuses and similar documents and (iii) execution and delivery by the Companies of any underwriting or placement agreements, pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates or documents, including a certificate of the chief financial officers of any Company with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the financing to be used in connection with the transactions contemplated by this Agreement, legal opinions, engineering reports, environmental reports, surveys and title insurance as may be reasonably required requested by Parent Buyer, provided, however, that no such agreements or documents shall impose any monetary obligation or liability (i) on the Companies (excluding, for the avoidance of doubt, the Non-STP Assets and Liabilities in any Company acquired in the Non-STP Acquisition) prior to the STP Acquisition Closing other than payment obligations under the Overnight Bridge Loan, or (ii) on CenterPoint or any of its affiliates other than the Companies. Parents and Genco Holdings shall use commercially reasonable efforts to cause Deloitte & Touche LLP, the independent auditors of the Companies, to provide any unqualified opinions, consents or customary comfort letters with respect to the financial statements needed in connection with the Debt Financing; (2) assisting . Genco Holdings agrees to allow Buyer's accounting representatives the opportunity to review the financial statements in draft form and to allow such representatives access to each Company and supporting documentation with respect to the preparation of such financial statements and to use commercially reasonable efforts to cause its independent auditors to provide reasonable access to their working papers relating to procedures performed with respect to such financial statements. Buyer shall keep CenterPoint reasonably apprised of the status of all material matters relating to the arrangement of the Debt Financing and shall give CenterPoint and Genco Holdings prompt written notice of (i) any customary pledge material breach by any party of the Debt Financing Letter (or any definitive agreements entered into pursuant thereto) or (ii) any termination of the Debt Financing Letter. (b) Without limiting the generality of the provisions of Section 6.7(a), to the extent reasonably required in connection with the Debt Financing, Genco Holdings shall use commercially reasonable efforts to provide, or cause each of the Company and security documentstheir respective Representatives to provide, definitive financing documentsthe following: (1) for each tract of Real Property constituting a power generating site and the power generating assets located thereon owned by one of the Companies ("Plant Real Property"), closing certificates and for the Energy Development Center, Texas standard form owner's (with respect to the portion thereof constituting Owned Real Property) and leasehold (with respect to the portion thereof constituting Leased Real Property) title insurance policies and, if applicable, a Texas standard form mortgagee's policy of title insurance reasonably satisfactory to Buyer's sources of Debt Financing ("BUYER'S LENDER") from one or other similar more nationally recognized title companies satisfactory to Buyer, Genco Holdings and CenterPoint (the "TITLE COMPANY"), with each such policy (A) dated as of the Public Company Merger Closing Date, (B) in an amount reasonably acceptable to Buyer, (C) accompanied by copies of all documents referenced as exceptions to title, (D) insuring good, valid and indefeasible fee simple title to the Owned Real Property and good, valid and indefeasible leasehold interest in the Leased Real Property in one of the Companies subject only to the Permitted Liens and such matters as may be reasonably requested by Parent Buyer, (E) naming such Company as "insured" and (F) containing such other available endorsements (including, without limitation, non-imputation endorsements) and affirmative coverages as Buyer may reasonably request, and (2) duly executed affidavits and other documents executed by the Companies, consistent with local practice, as are necessary to be effective only at induce the Closing Title Company to issue the policies, endorsements and only affirmative coverages described in the manner set forth above in subclause (1); (ii) a new or recertified survey for each Plant Real Property and the Energy Development Center (a "SURVEY") of the type and with such detail as a reasonably prudent financial institution making a project financing loan for existing electric power generating plants would require (the "SURVEY STANDARD"), prepared or recertified on or after the date of this Agreement by land surveyors licensed in the states in which the Owned Real Property is located, which Surveys have been certified or recertified by said surveyors to each Company, Buyer, Buyer's Lender and, to the extent required necessary to satisfy the Survey Standard set forth above, show the following items: (A) no material violation of any setback or building line requirement (whether such requirements are imposed by Law or deed or plat), unless the Debt FinancingTitle Company is willing and able to insure over such violation; (B) no material encroachment by improvements located on adjoining properties onto any material portion of any Plant Real Property or the Energy Development Center, or by improvements located on any material portion of Plant Real Property or the Energy Development Center, onto adjoining properties, easements, utilities or rights of way, unless the Title Company is willing and able to insure over such encroachment; (C) adequate means of ingress and egress to and from each Plant Real Property or the Energy Development Center; and (D) the CEHE Land (if any) adjacent to each tract of Owned Real Property constituting Plant Real Property; (3iii) facilitating the pledging of collateral a current estoppel certificate, in form reasonably satisfactory to Buyer, for each Lease, from each lessor thereunder; and (iv) for all Real Property other than Plant Real Property and the delivery Energy Development Center, such evidence of insurance certificates title as a reasonably prudent financial institution making a project financing loan for an existing portfolio of electric power generating assets would require. (c) Buyer shall use commercially reasonable efforts to the extent required by arrange the Debt Financing; (4) subject to receipt by Financing on the Company of a Joinder to the Confidentiality Agreement terms and conditions described in the form prescribed thereinDebt Financing Letter, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained therein and (ii) to satisfy all conditions applicable to Buyer in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Financing Letter, Buyer shall use commercially reasonable efforts to arrange any such portion from alternative sources on terms and conditions which are, in the reasonable judgment of Buyer, comparable or more favorable (to Buyer) in the aggregate thereto, and to the extent requested that any terms and conditions are not set forth in writing no less than ten the Debt Financing Letter, on terms and conditions reasonably satisfactory to Buyer. (10d) Business Days CenterPoint and Genco Holdings shall use commercially reasonable efforts to obtain any waivers, amendments, modifications or supplements necessary in connection with the transactions contemplated by this Agreement to the Credit Agreement or the Credit Agreement, dated October 7, 2003, among CenterPoint, as Borrower, and JPMorgan Chase Bank, as Administrative Agent. (e) All documented out-of-pocket costs and expenses reasonably incurred by Parents or the Companies in complying with Sections 6.7(a), (b) or (c) shall be paid by Buyer, unless this Agreement is terminated prior to the Closing Date, furnishing Public Company Merger Effective Time (i) under circumstances in which Buyer would have the right to the potential debt financing sources for the Debt Financing (the “Financing Sources”terminate this Agreement under Section 10.1(c) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing a result of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation failure of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing conditions set forth in Article VII Section 8.3(a) or 8.3(b) to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinionsatisfied. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all All documented out-of-pocket costs and expenses incurred reasonably by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Genco Holdings in connection complying with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d6.7(d) shall survive the termination of this Agreementbe paid by CenterPoint.

Debt Financing. (i) From the date of this Agreement until the Prior to Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expense, use its commercially reasonable best efforts to provide (or cause its Subsidiaries to provide), in each case at Parent’s sole cost and expense, such customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the offering, arrangement, syndication, consummation or issuance of any debt, equity or equity-linked financing deemed necessary or appropriate by Parent, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the Mergers Transactions, the Acquired Companies and the Real Properties effective as of or after the Closing, as reasonably requested in writing (email being sufficient) by Parent (collectively, the “Debt Financing”), including ; provided that the following (it being understood and agreed that Company shall in no event shall any party be required to take any action in respect provide (or cause its Subsidiaries to provide) such assistance that shall unreasonably interfere with its or its Subsidiaries’ business operations. Such assistance shall include using commercially reasonable efforts to do the following as promptly as reasonably practicable after P▇▇▇▇▇’s written request (email being sufficient), each of which with reasonable prior notice and at Parent’s sole cost and expense: (A) make employees of the following Company with appropriate seniority and expertise available to the extent participate in a reasonable number of roadshows, due diligence sessions, drafting sessions, meetings (including one-on-one meetings or conference calls with providers of Debt Financing), rating agency presentations and other syndication activities and presentations with prospective lenders at reasonable times and locations mutually agreed; provided that doing so would any such meeting or communication may be commercially unreasonable):conducted virtually by videoconference or other media; (1B) assisting provide reasonable and customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for rating ratings agency presentations, offering documentsprivate placement memoranda, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (x) subject to customary confidentiality provisions and disclaimers, (y) as reasonably requested by P▇▇▇▇▇ and (z) limited to information to be contained therein with respect to the Acquired Companies or the Owned Real Property and Leasehold Real Property; (C) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; provided that Parent shall be solely responsible for the contents (other than historical information of the Company and its Subsidiaries) and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information; (D) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Effective Time); (E) provide to Parent upon reasonable written request all documentation and other information with respect to the Acquired Companies required by Parent regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents in each case as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; least five (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (105) Business Days prior to the Closing Date; (F) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, furnishing and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff, defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the potential debt financing sources occurrence of, the Closing); (G) cooperate with obtaining customary title insurance with respect to each material Real Property as reasonably requested by P▇▇▇▇▇; (H) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Debt Financing Financing; (I) cause the Company’s independent auditors to deliver customary “Financing Sources”comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing, to the extent such “comfort letters” are required to be delivered to the applicable underwriters, initial purchasers or placement agents in connection with such Debt Financing; (J) identified by Parentprovide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; provided that such customary authorization letters (or the bank information memoranda in which such letters are included) shall include customary language that exculpates the Company, as promptly as practicable, each of its Subsidiaries and their respective Representatives and Affiliates from any “know your customer” information required by regulatory authorities and requested liability in connection with the use or misuse by the recipients thereof of the information set forth in any such bank information memoranda or similar memoranda or report distributed in connection therewith; (K) consent to the use of the Acquired Company’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (L) reasonably cooperate with the marketing efforts of Parent and its Financing Sources or for any Debt Financing to be raised by P▇▇▇▇▇ to complete the Transactions; (iiM) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by P▇▇▇▇▇, following the obtainment of the Required Company Shareholder Approval, form new direct or indirect wholly-owned Subsidiaries of the Company pursuant to documentation reasonably satisfactory to Parent solely to and the extent required to consummate the Debt FinancingCompany; (5N) requesting as may be reasonably requested by Parent, and no earlier than immediately prior to the Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its independent accountants Subsidiaries or cause the Company or any of its Subsidiaries to cooperate with be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 6.17(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Company, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and assist in preparing customary and appropriate information packages and offering materials the Company; (including customary comfort lettersO) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to any potential Financing Source; (P) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Real Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Leasehold Real Property (provided, however, that (x) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such Owned Real Property or Leasehold Real Property, (y) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 6.05 and (z) the Company shall be entitled to have representatives present at all times during any such inspection); and (Q) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents reasonably requested by Parent and required in connection with the marketing Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; ; provided that (6v) making available appropriate senior officers neither the Company nor any of its Affiliates will be required to participate make any filings with senior officers the SEC in connection with any Debt Financing (other than in any applicable proxy statement), (w) nothing in this Section 6.17 shall require any such action to the extent it would (1) unreasonably interfere with the business or operations of Parentthe Acquired Companies or require the Acquired Companies to agree to pay any fees, on reasonable advance noticereimburse any expenses or give any indemnities or otherwise incur any liability, in any case prior to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, or for which Parent does not promptly reimburse or indemnify it, as the case may be, under this Agreement, (2) require any Acquired Company or its Representatives to execute documents execute, deliver, enter into or perform any Financing Document (other than with respect to customary authorization letters with respect to bank information memoranda referred to above) that is effective prior to the Closing or that is not contingent on Closing or (3) require any officer, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications, (x) none of the general partners or board of directors (or other similar governing body) or committee or subcommittee thereof of any Acquired Company shall be required to adopt resolutions approving any Financing Documents that is effective prior to the Closing unless contingent on Closing (and any such adoption or approval at Closing shall be performed by such general partner, board of directors (or other similar governing body) or committee or subcommittee thereof as constituted after the Effective Time and Closing), (y) the Company’s obligations under this Section 6.17 shall be subject to Persons being bound by confidentiality agreements in accordance with this Section 6.4(dcustomary market practice, and (z) required in connection with the consummation none of the Debt Financing, subject Acquired Companies shall be required to provide any information or take any action to the occurrence of extent it would (1) cause significant competitive harm to any Acquired Company if the Closing; Transactions are not consummated, (8) taking all necessary corporate 2) violate, conflict with, breach or entity actionsresult in a default under, which shall be conditioned on the occurrence of the Closingor that is prohibited or restricted by, reasonably requested by Parent to permit Applicable Law or its Organizational Documents, (3) jeopardize any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; attorney-client, attorney work product or other legal privilege or similar protection (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to provided that the Company and its Subsidiaries, as Parent may reasonably request, customary for shall use reasonable efforts to allow access to such information in information documents with respect to a manner that does not result in the placement, arrangement or syndication of loans (except that in no event shall the information described events set out in this clause (3)), (4) violate any applicable confidentiality obligation of any Acquired Company, (5) require any Acquired Company to waive or amend any terms of this Agreement, (6) require any Acquired Company or any of its Affiliates to incur any liability or make any payment that is not reimbursed or indemnified by Parent under Section 6.17(a)(iii) or enter into any Contract that is not contingent on Closing, (7) reasonably be expected to constitute a violation or breach of, or default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit to which such Person is entitled under any provision of any Company Material Contract binding upon such Person, (8) result in the creation or imposition of any Lien on any asset of such Person (except any Lien on any of the Acquired Company’s respective assets that becomes effective only upon the Closing), (9) result in any significant or unreasonable interference with the prompt and timely discharge of the duties of any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, (10) be deemed result in any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives incurring any personal liability with respect to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related any matters relating to the Debt Financing or the Transactions, (B11) any description of all or any component of the Debt Financing, including any such description to be included result in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not fail to be satisfied by the End Date or to otherwise cause result in a breach ofof this Agreement by any Acquired Company. Notwithstanding anything to the contrary in this Section 6.17(a)(i), the condition set forth in Section 7.02(b), as it applies to the Company’s obligations under this Section 6.17(a)(i), shall automatically be deemed satisfied, except to the extent the Company has committed a Willful Breach of its obligations under this Section 6.17(a)(i), Parent has provided to the Company written notice of such breach within ten (10) Business Days of first becoming aware of such breach and the Company fails to cure such breach by the earlier of ten (10) Business Days after such notice is provided or the End Date. In no event shall the Company be in breach of this Agreement for the failure to (A) deliver any financial or other information that is not currently readily available to the Acquired Companies or is not prepared in the ordinary course of business of the Acquired Companies at the time requested by Parent or (B) obtain review of any financial or other information by their accountants after using commercially reasonable efforts to obtain the same. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or require any waiver deemed breached or amendment ofviolated by, this Agreement or require any of them to take any the actions that could reasonably be expected to violate, in the opinion of taken by the Company, applicable Law; (2) encumber any of its Subsidiaries or any of their respective Representatives at the assets request of Parent pursuant to this Section 6.17. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.17(a)(i) represent the sole obligation of the Company, its Subsidiaries Acquired Companies and their respective Affiliates prior with respect to the Closing;cooperation in connection with Debt Financing. (3ii) pay The Company shall not be required to agree to any commitment contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Company and its Affiliates upon the termination of this Agreement that is not reimbursed or other feeindemnified by Parent. The Company shall not be required to deliver or cause the delivery of any legal opinions, expenses 10b-5 letters, authorization and representation letters or other costs or make solvency certificates in connection with the Debt Financing. In addition, the parties hereto agree that any other payment or incur any liability information with respect to the prospects and plans for the Acquired Companies in connection with the Debt Financing prior to will be the Closing Date; (4) take any action that would result in a breach sole responsibility of any ContractParent, result in a violation of Law or result in a violation of organizational documents of and neither the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, Acquired Companies nor any of their respective directors or Affiliates, directors, managers, officers, are required to take general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, shall have any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize liability or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered damages with respect thereto or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.be

Debt Financing. (i) From the date of this Agreement until the Prior to Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expense, use its commercially reasonable best efforts to provide (or cause its Subsidiaries to provide), in each case at Parent’s sole cost and expense, such customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the offering, arrangement, syndication, consummation or issuance of any debt, equity or equity-linked financing deemed necessary or appropriate by Parent, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the Mergers Transactions, the Acquired Companies and the Real Properties effective as of or after the Closing, as reasonably requested in writing (email being sufficient) by Parent (collectively, the “Debt Financing”), including ; provided that the following (it being understood and agreed that Company shall in no event shall any party be required to take any action in respect of provide (or cause its Subsidiaries to provide) such assistance that shall unreasonably interfere with its or its Subsidiaries’ business operations. Such assistance shall include using commercially reasonable efforts to do the following to the extent that doing so would be commercially unreasonable):as promptly as reasonably practicable after ▇▇▇▇▇▇’s written request (email being sufficient), each of which with reasonable prior notice and at Parent’s sole cost and expense: (1) assisting with the preparation make employees of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities with appropriate seniority and requested by the Financing Sources or (ii) such financial and other pertinent information expertise available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary roadshows, due diligence sessions, drafting sessions, meetings (including road shows) one-on-one meetings or conference calls with providers of Debt Financing), rating agency presentations and other syndication activities and presentations with prospective lenders at reasonable times and investors locations mutually agreed; provided that any such meeting or communication may be conducted virtually by videoconference or other media; (2) provide reasonable and road shows at mutually agreeable dates customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for ratings agency presentations, private placement memoranda, bank information memoranda and timessimilar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers, (B) as reasonably requested by ▇▇▇▇▇▇ and (C) limited to information to be contained therein with respect to the Acquired Companies or the Owned Real Property and Leased Real Property; (3) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (4) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Effective Time); (5) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent; (6) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff (including the Payoff Letter), defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the occurrence of, the Closing); (7) permitting appropriate officerscooperate with obtaining customary title insurance with respect to each material Real Property as reasonably requested by ▇▇▇▇▇▇; (8) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, who will continue pledges and security interests in collateral for the Debt Financing; (9) cause the Company’s independent auditors to deliver customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing, to the extent such positions “comfort letters” are required to be delivered to the applicable underwriters, initial purchasers or placement agents in connection with any issuance of securities in a capital markets transaction comprising part of such Debt Financing; (10) provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (11) consent to the use of the Acquired Company’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (12) reasonably cooperate with the marketing efforts of Parent and its Financing Sources for any Debt Financing to be raised by ▇▇▇▇▇▇ to complete the Transactions; (13) as may be reasonably requested by ▇▇▇▇▇▇, following the obtainment of the Required Company Stockholder Approval, form new direct or indirect wholly owned Subsidiaries of the Company pursuant to documentation reasonably satisfactory to Parent and the Company; (14) as may be reasonably requested by Parent, and no earlier than immediately prior to the Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 6.17(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Company, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; (15) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar positions after agreements in form and substance reasonably satisfactory to any potential financing source; (16) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Real Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Leased Real Property (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such Owned Real Property or Leased Real Property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 6.05, and (C) the Company shall be entitled to have representatives present at all times during any such inspection); and (17) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, to execute the execution and delivery of definitive financing, pledge, security and guarantee documents in accordance with this Section 6.4(d) reasonably requested by Parent and required in connection with the consummation Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; provided that (v) neither the Company nor any of its Affiliates will be required to make any filings with the SEC in connection with any Debt Financing (other than in any applicable proxy statement), subject (w) nothing in this Section 6.17 shall require any such action to the occurrence extent it would (1) unreasonably interfere with the business or operations of the Closing; (8) taking all necessary corporate Acquired Companies or entity actionsrequire the Acquired Companies to agree to pay any fees, which shall be conditioned on the occurrence of reimburse any expenses or give any indemnities or otherwise incur any liability, in any case prior to the Closing, reasonably requested by or for which Parent does not promptly reimburse or indemnify it, as the case may be, under this Agreement, (2) require any Acquired Company or its Representatives to permit execute, deliver, enter into or perform any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; Document (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum other than with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents authorization letters with respect to bank information memoranda) that is effective prior to the placementClosing or that is not contingent on Closing or (3) require any officer, arrangement director or syndication other Representative of loans the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications, (except x) none of the general partners or board of directors (or other similar governing body) or committee or subcommittee thereof of any Acquired Company shall be required to adopt resolutions approving any Financing Documents that is effective prior to the Closing unless contingent on Closing (and any such adoption or approval at Closing shall be performed by such general partner, board of directors (or other similar governing body) or committee or subcommittee thereof as constituted after the Effective Time and Closing), (y) the Company’s obligations under this Section 6.17 shall be subject to Persons being bound by confidentiality agreements in no event accordance with customary market practice, and (z) none of the Acquired Companies shall be required to provide any information or take any action to the extent it would (1) cause significant competitive harm to any Acquired Company if the Transactions are not consummated, (2) violate, conflict with, breach or result in a default under, or that is prohibited or restricted by, Applicable Law or its Organizational Documents, (3) jeopardize any attorney-client, attorney work product or other legal privilege or similar protection (provided that the Company shall use reasonable efforts to allow access to such information described in a manner that does not result in the events set out in this clause (3)), (4) violate any applicable confidentiality obligation of any Acquired Company, (5) require any Acquired Company to waive or amend any terms of this Agreement, (6) require any Acquired Company or any of its Affiliates to incur any liability or make any payment that is not reimbursed or indemnified by Parent under Section 6.17(a)(iii) or enter into any Contract that is not contingent on Closing, (7) reasonably be expected to constitute a violation or breach of, or default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit to which such Person is entitled under any provision of any Company Material Contract binding upon such Person, (8) result in the creation or imposition of any Lien on any asset of such Person (except any Lien on any of the Acquired Company’s respective assets that becomes effective only upon the Closing), (9) result in any significant or unreasonable interference with the prompt and timely discharge of the duties of any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, (10) be deemed result in any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives incurring any personal liability with respect to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related any matters relating to the Debt Financing or the Transactions, (B11) any description of all or any component of the Debt Financing, including any such description to be included result in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not fail to be satisfied by the End Date or to otherwise cause result in a breach ofof this Agreement by any Acquired Company. The Company shall have satisfied its obligations set forth in this Section 6.17(a)(i) if the Company shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. In no event shall the Company be in breach of this Agreement for the failure to (A) deliver any financial or other information that is not currently readily available to the Acquired Companies or is not prepared in the ordinary course of business of the Acquired Companies at the time requested by Parent or (B) obtain review of any financial or other information by their accountants after using commercially reasonable efforts to obtain the same. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or require any waiver deemed breached or amendment ofviolated by, this Agreement or require any of them to take any the actions that could reasonably be expected to violate, in the opinion of taken by the Company, applicable Law; (2) encumber any of its Subsidiaries or any of their respective Representatives at the assets request of Parent pursuant to this Section 6.17. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.17(a)(i) represent the sole obligation of the Company, its Subsidiaries Acquired Companies and their respective Affiliates prior with respect to the Closing;cooperation in connection with Debt Financing. (3ii) pay The Company shall not be required to agree to any commitment contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Company and its Affiliates upon the termination of this Agreement that is not reimbursed or other feeindemnified by Parent. The Company shall not be required to deliver or cause the delivery of any legal opinions, expenses 10b-5 letters, authorization and representation letters or other costs or make solvency certificates in connection with the Debt Financing. In addition, the parties hereto agree that any other payment or incur any liability information with respect to the prospects and plans for the Acquired Companies in connection with the Debt Financing prior to will be the Closing Date; (4) take any action that would result in a breach sole responsibility of any ContractParent, result in a violation of Law or result in a violation of organizational documents of and neither the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, Acquired Companies nor any of their respective directors or Affiliates, directors, managers, officers, are general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, shall have any liability or incur any damages with respect thereto or be required to take provide any action in information or make any presentations with respect to capital structure, or the capacity as a member incurrence of the board of directors of Debt Financing or other pro forma information relating thereto or the Companymanner in which Parent intends to operate, its Subsidiaries and their respective Affiliates or cause to authorize or approve be operated, the Debt FinancingAcquired Companies after the Closing. (iii) Parent willshall indemnify and hold harmless the Acquired Companies, promptly upon request by and each of their Representatives, and each of the CompanyAcquired Companies’ and their Representatives’ respective present and former directors, reimburse officers, employees and agents (collectively, the Company for “Financing Indemnified Parties”), from and against any and all out-of-pocket costs and or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, penalties, interest, awards or amounts paid in settlement that are suffered or incurred in connection with the Debt Financing or any information, assistance or activities provided in connection therewith (other than the information provided in writing by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Company or the Acquired Companies to Parent specifically in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.6.17

Debt Financing. (ia) From Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange, consummate and obtain the date Debt Financing as promptly as practicable, but in any event on or prior to Closing. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of this Agreement until the Closingstatus of its efforts to arrange, subject consummate and obtain the Debt Financing. (b) Prior to Section 6.4(d)(ii)the Closing or the earlier expiration or termination of the Marketing Period, the Company Entities shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to cause their respective officers, directors, employees and Representatives to, at Parent’s sole cost and expense, provide customary cooperation to Parent in connection with the Debt Financing as may be reasonably requested by Parent, including by: (i) furnishing Parent and the Debt Financing Sources with the Required Information, any updates to any Required Information as may be necessary for such Required Information to remain Compliant throughout the Marketing Period and such other historical financial information and other pertinent information regarding the Company Entities as may be reasonably requested by Parent and that is customarily needed for 144A-for-life debt offerings; (ii) participating (and causing senior management and using reasonable best efforts to cause Representatives and advisors to participate) in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and investors with respect to, the Debt Financing), presentations, road shows, drafting sessions, due diligence sessions (including using reasonable best efforts to cause its independent auditors to participate therein) and sessions with ratings agencies, in each case in connection with obtaining debt financing in connection any of such Debt Financing and with the consummation of the Mergers (collectivelyreasonable advance notice and at dates, the “Debt Financing”), including the following (it being understood times and agreed that in no event shall any party locations as may be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable):mutually agreed; (1iii) upon reasonable prior written notice, assisting with Parent and the Debt Financing Sources in the preparation of customary (A) confidential information memoranda, lender presentations and similar marketing documents, (B) investor presentations (including “roadshow” or investor meeting slides), (C) offering memoranda and private placement memoranda (including under Rule 144A) and (D) materials for rating agency presentations, offering in each case, solely to the extent involving information about the Company Entities; (iv) executing and delivering (or assisting Parent in obtaining from legal counsel (including local counsel) to the Company and their advisors) any customary guarantee, other definitive financing documents, bank information memoranda or other certificates, legal opinions or documents as may be reasonably requested by ▇▇▇▇▇▇ and as may be necessary and customary in connection with the Debt Financing (including a solvency certificate of the delivery chief financial officer of customary representation lettersthe Company) and similar otherwise facilitating the obtaining of guarantees; provided, that all such guarantees and other documents reasonably with respect to the Company Entities and their respective assets shall be authorized and become effective subject to, and only at, or as of, the Closing; provided, further, that, for the avoidance of doubt, neither any Company Entity nor any counsel to any Company Entity shall be required by Parent to provide any legal opinion in connection with the Debt Financing; (2v) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financingtaking all corporate actions, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent that are necessary to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof thereof, together with the cash at the Company Entities, if any (not needed for other purposes), to be made available on the Closing Date to Parent at consummate the ClosingClosing and the other transactions contemplated by this Agreement; (9vi) delivering providing customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt FinancingFinancing Sources, subject executed by or on behalf of the Company, authorizing the distribution of information to exceptions prospective lenders or investors and containing customary for such financings, representations to the Debt Financing Sources regarding the accuracy and completeness of the information relating contained therein with respect to the Company and its SubsidiariesSubsidiaries and, as Parent may reasonably requestwith respect to any “public version” of such materials, customary for use in the absence of any material non-public information documents with respect to the placementCompany and its Subsidiaries therein and that such written factual information (other than customary exceptions), arrangement or syndication of loans (except that in no event shall when taken as a whole, to the information described in this clause (10) be deemed to include or shall extent provided by the Company otherwise be required to provide: Entities does not contain a material misstatement or omission that would make the statements contained therein materially misleading in light of the circumstances under which they are made; (Avii) assisting with Parent’s preparation of pro forma financial statements for Parent in compliance with Article 11 of Regulation S-X under the Securities Act as reasonably required or customarily included in offering materials for transactions involving the private placement of non-convertible high-yield bonds in connection with the Debt Financing provided, that (A) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments related giving effect to the Debt Financing or the Transactions, transactions contemplated herein and (B) any description the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records; (viii) using reasonable best efforts to cause the independent auditors of all or any component of the Company to provide reasonable and customary assistance and cooperation in connection with the Debt Financing, including any using reasonable best efforts to cause such description independent auditors to be included provide consents to the use of their audit reports and deliver customary “comfort letters” (which shall provide customary “negative assurance” and change period comfort) for a Rule 144A placement of securities (and to provide drafts of such comfort letters in liquidity and capital resources disclosure or any “description advance of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component the commencement of the marketing of the Debt Financing) with respect to financial information contained in the offering materials relating to the Debt Financing (and using reasonable best efforts to provide customary representations to such independent auditors in connection with the foregoing); (ix) cooperating with the Debt Financing Sources’ due diligence in connection with the Debt Financing, to the extent customary and reasonable; and (Dx) subsidiary financial statements or any other information of providing, at least four (4) Business Days prior to the type required by Rule 3-09Closing Date, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis all documentation and other information as is required by Item 402(b) of Regulation Sapplicable “know your customer”, beneficial ownership and anti-K). (ii) Nothing in this Section 6.4(d) requires money laundering rules and regulations including the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance USA PATRIOT Act to the extent it would requested at least eight (8) Business Days prior to the Closing Date. provided, that such requested cooperation does not unreasonably interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries Company Entities and no such cooperation shall require (a) the Company Entities or any of their respective Affiliates or cause any condition Subsidiaries to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability or pay any fee or expense in connection with the Debt Financing prior to the Closing Date; Closing, (4b) the Company Entities or any of their respective Subsidiaries (i) in the case of individuals, to deliver, or be required to deliver, any certificate or instrument or take any action that would reasonably be expected to result in a breach any personal liability or (ii) to make any representation, warranty or certification which the Company or such Subsidiary has determined in good faith is not true, (c) the pre-Closing board of directors or managers (or other managing person or group) of any ContractCompany Entity or any committee thereof to adopt a consent or resolutions approving the agreements, result in a violation documents and instruments pursuant to which the Debt Financing is obtained or incur any personal liability, (d) the Company Entities or any of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates Subsidiaries to execute prior to the Closing any financing documents that will be effective prior to the Closing, including any credit or impose any liability on the Companyother agreements, its Subsidiaries and their respective Affiliates; (5) authorizepledge or security documents, execute or deliver any definitive documentation other certificates, legal opinions or certificates documents in connection with the Debt Financing Financing, other than pursuant to clause (b)(vi), (b)(viii) or (b)(x) above, (e) the Company Entities or any of their respective Subsidiaries to take any corporate or similar actions that would will be effective prior to the Closing Date or that are not conditioned upon Closing; to permit the consummation of the Debt Financing, (6f) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor Entities or any of their respective directors Subsidiaries to provide cooperation that the Company or officerssuch Subsidiary reasonably believes would (i) conflict with or violate, are required to take any action result in the capacity as contravention of, or that would reasonably be expected to result in a member violation or breach of, or default under, any applicable Law or Material Contract (but the Company shall take reasonable steps to provide such information or cooperation in a manner that does not violate any such applicable Law or Material Contract), (ii) result in the loss of attorney-client privilege or other similar legal privilege (but the board of directors of the Company, its Subsidiaries and their respective Affiliates Company shall take reasonable steps to authorize provide such information or approve the Debt Financing. cooperation in a manner that does not violate any such privilege) or (iii) Parent willcause any of Company’s representations or warranties in this Agreement to be breached or any condition precedent set forth in this Agreement to fail to be satisfied, promptly upon request by the Company, reimburse (g) the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and Entities or any of their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant Subsidiaries to this Section 6.4(d). Parent acknowledges and agrees that none consent to the pre filing of UCC-1s or the Company, its Subsidiaries and their respective Affiliates shall, grant of liens on the Company Entities’ assets prior to the Closing, incur or (h) require any liability Company Entity or any of their respective Subsidiaries to prepare or deliver any Person financial statements or financial information in a form not customarily prepared by the Company or any financial information with respect to a fiscal period that has not yet ended, or for which the applicable quarterly or annual report has not been filed with the SEC or the delivery of projections, pro forma financial information or any other forward-looking information, in each case, other than the Required Information. In addition, nothing herein shall require any director, manager, officer or employee of the Company or any of its Subsidiaries who will not continue to hold such position following the Effective Time to execute any resolution(s) or written consent(s), or any certification, document, instrument or agreement, in connection with any financing contemplated by this Section 5.21, other than pursuant to clause (b)(vi), (b)(viii) or (b)(x) above. Parent covenants and agrees that any confidential information memoranda, lender presentations and similar marketing documents, material for investor presentations, offering memoranda and private placement memoranda (including under any Rule 144A), materials for rating agency presentations and other offering documents or marketing materials contemplated hereby shall contain disclosures and disclaimers, to the extent applicable, reflecting the Company and/or its Subsidiaries as an obligor on the Debt Financing effective only at and after the Effective Time. The Company Entities hereby consent to the use of the Company Entities’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely to, harm, disparage or otherwise adversely affect the Company Entities or the reputation or goodwill of the Company Entities, and solely in connection with a description of the Company and/or its Subsidiaries, including their businesses, or the Merger. Parent will indemnify and ▇▇▇▇▇▇ Sub shall indemnify, defend and hold harmless the Company, its Subsidiaries Company Entities and their respective shareholders, managers, members, officers, directors, employees, other Affiliates, agents and their respective Representatives, Representatives (the “Company Indemnitees”) from and against any and all losses, damages, liabilitiesclaims, costs or expenses incurred by them in connection with the provision of assistance pursuant to Section 5.21(b) and any information used in connection therewith, except any such losses, damages, claims, costs, expenses, judgments, penalties costs or expenses determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (a) any willful misconduct or bad faith by the Company Indemnitees or (b) any material misstatement or omission in information relating to the Company Entities provided by the Company Indemnitees. Parent shall promptly upon the Company’s request reimburse the Company for all reasonable out-of-pocket and fines suffered or documented costs and expenses (including fees and disbursements of a single outside counsel and any additional outside counsel as reasonably consented to by Parent) incurred by any of them arising in whole or in part the Company Entities in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraudcooperation pursuant to Section 5.21(b). The obligations of Parent and Merger Sub set forth in this Section 6.4(dparagraph (collectively, the “Parent Indemnity and Reimbursement Obligations”) shall survive the Closing or the termination of this Agreement, whether or not the Merger is consummated. All non-public or otherwise confidential information regarding the Company Entities obtained by Parent pursuant to Section 5.21(b) shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided that Parent shall be permitted to disclose such information (i) to the Debt Financing Sources, rating agencies and prospective lenders and investors of the Debt Financing or any permitted replacement, amendment, modification thereto, in each case, so long as such non-public or otherwise confidential information regarding the Company Entities is afforded substantially the same confidentiality protections as similar information of Parent that is distributed to such Persons and (ii) as, and in such case only to the extent, required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of Parent are listed or traded. (c) The Company hereby (i) consents to the inclusion of the financial statements referred to in Section 3.5(b) of this Agreement and the Required Information, as applicable, prior to the Closing in (A) to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of Parent, any registration statement filed by Parent in connection with an offering or exchange of securities on Form S-1, Form S-3 or Form S-4 (or any successor forms) under the Securities Act in compliance with the requirements of Regulation S-X and Regulation S-K, as applicable, (B) to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of Parent, the Proxy Statement, any Form 8-K or other Exchange Act filing and (C) subject to the provisions of Section 5.21(b), any prospectuses, private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Debt Financing, including, any customary “offering memoranda” in connection with a debt securities offering, whether public or private and (ii) agrees to use reasonable best efforts to cause its independent auditors to provide any consents to the use of their audit reports in any registration statement or Exchange Act filing by Parent to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of Parent. (d) Without limiting the effect of Section 8.10, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub agree and acknowledge that their obligations to consummate the transactions contemplated herein are not subject to or conditioned upon their obtaining financing.

Debt Financing. (ia) From Prior to the date of this Agreement until the Closing, subject to Section 6.4(d)(ii)Closing Date, the Company shallshall provide, and cause its Subsidiaries to provide, and shall cause request that its Representatives toprovide, at the Parent’s expense, use reasonable best efforts to provide customary Parent and Sub such cooperation as is reasonably requested by Parent in connection with obtaining debt the arrangement of the Debt Financing (it being understood that the receipt of such financing is not a condition to the obligations of Parent and Sub under this Agreement), including using its reasonable best efforts to (i) participate in a reasonable number of requested meetings (including customary one-on-one meetings that are requested in advance with the parties acting as lead arrangers, underwriters or agents for, and prospective lenders and purchasers of, the Debt Financing and the Company’s senior management and Representatives), presentations, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1ii) assisting assist with the preparation of customary materials for rating agency presentations, offering documents, public and private bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; , (2iii) assisting furnish, unless then filed with the SEC, (a) the audited annual financial statements of the Company required to be included in the Company’s annual report on Form 10-K for each completed fiscal year of the Company ended at least sixty (60) days prior to the Closing Date and (b) the unaudited interim financial statements required to be included in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022 and each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended on a date that is at least forty (40) days before the Closing Date, in each case as promptly as reasonably practicable in light of the Company’s customary financial reporting practice, (iv) provide Parent with reasonable assistance in connection with Parent’s preparation of customary pro forma financial statements for any Debt Financing, (v) cause its independent accountants to provide reasonable assistance to Parent consistent with customary pledge practice (including to provide and security documentsconsent to the use of their audit reports relating to the Company’s consolidated financial statements), definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent and any necessary “comfort letters” (which shall include customary “negative assurance” comfort) and to be effective only at the Closing and only provide customary representation letters to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parentforegoing, in each case, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) terms and consistent with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability practice in connection with the Debt Financing prior and (vi) arrange for a customary payoff letter and lien terminations to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated under the Company Credit Agreement (subject to Parent or Sub providing funds to the Company as of the Closing Date; to pay all such amounts) and to otherwise reasonably cooperate with Parent, upon Parent’s request and reasonable notice, in connection with the payoff, redemption, or satisfaction and discharge, of the Company Notes contingent upon the Closing. In no event shall the Company or any of its Subsidiaries or any of its Representatives be required pursuant to this Section 5.09 (4including, for the avoidance of doubt, in connection with any Debt Financing or any Debt Offer) to (w) bear any cost or expense, pay any fee, enter into any definitive agreement, instrument or document (other than the execution of a supplemental indenture in connection with a Debt Offer described in Section 5.09(b) or the delivery of a notice of redemption in respect of the Company Notes in accordance with the applicable indenture that remains contingent on Closing) or incur any other liability, (x) take or commit to take any action pursuant to this Section 5.09 that (I) is not contingent upon the Closing, (II) would result in a breach of violate applicable Law, any Contract, result in a violation of Law organizational document or result in a violation of organizational documents any material Contract of the CompanyCompany or any of its Subsidiaries, (III) would unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (IV) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries and their respective Affiliates or impose (V) would cause any liability on officer, director or employee or stockholder of the Company, Company or any of its Subsidiaries to incur any personal liability, (y) pass resolutions or consents other than as the Company may deem necessary or advisable to authorize any action to be taken by it pursuant to Section 5.09, or (z) provide to any person or prepare any financial statements or information that (I) are not available to the Company and their respective Affiliates; prepared in the ordinary course of its financial reporting practice or (5II) authorize, execute the Company or deliver any definitive documentation of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or certificates any of its Subsidiaries. All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.09 shall be kept confidential in accordance with the Confidentiality Agreement. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing Financing; provided, that would be effective prior such logos are used solely in a manner that is not intended to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither reasonably likely to harm or disparage the Company nor or any of its Subsidiaries nor their respective Affiliates, nor or the reputation or goodwill of the Company or any of their respective directors or officersits Subsidiaries. Parent shall promptly, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, Company or any of its Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none the Debt Financing or any Debt Offer, including the cooperation of the Company, Company and its Subsidiaries and their respective Affiliates shallRepresentatives contemplated by Section 5.09, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines costs or expenses suffered or incurred by any of them arising in whole connection with the arrangement of the Debt Financing or any Debt Offer and any information used in part connection therewith, except with respect to any historical information provided by the Company or any of its Subsidiaries. (b) Parent shall be permitted to commence and conduct offers to purchase or exchange, and conduct consent solicitations with respect to, the Company Notes, the consummation or completion of which shall be conditioned upon (and shall not occur prior to) the Closing and which offers to purchase or exchange or consent solicitations shall have such other terms and conditions, including pricing terms and amendments to the terms and provisions of the applicable indenture, as are specified, from time to time, by Parent in consultation with the Company (each, a “Debt Offer” and, collectively, the “Debt Offers”) and which are permitted by the terms of such Company Notes, the applicable indenture and applicable law, including the rules and regulations of the SEC. Parent shall consult with the Company regarding the material terms and conditions (including the timing) of any Debt Offer, and Parent shall not be permitted to commence any Debt Offer unless Parent shall have provided the Company with the necessary offer to purchase, exchange offer, consent solicitation statement, letter of transmittal or press release, if any, in connection with the Debt Offer, and each other document that will be distributed by Parent to holders of the Company Notes in the Debt Offer, in each case, a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on such Debt Offer documents (which comments shall be considered in good faith by Parent). Subject to the receipt of the requisite holder consents, in connection with any or all of the consent solicitations, the Company shall execute a supplemental indenture to the applicable indenture in accordance with the terms thereof amending the terms and provisions thereof as described in the applicable Debt Offer documents in a form as reasonably requested by Parent; provided that the amendments effected by such supplemental indentures shall be conditioned upon, and shall not become operative until, the Closing. In connection with any such Debt Offers, the Company shall use reasonable best efforts to (i) deliver and to cause counsel for the Company to deliver to the trustee for the Company Notes, a customary legal opinion in connection with the execution and delivery of such a supplemental indenture, to the extent such opinion would not conflict with applicable law and would be accurate in light of the facts and circumstances at the time delivered and (ii) provide to Parent upon its reasonable request cooperation in a manner substantially similar to that set forth in Section 5.09(a) with respect to any Debt Financing, to the extent customary in connection with such cooperationa Debt Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Offers will be selected and retained by Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by Parent. The consummation of any or all Debt Offers shall not be a condition to the Closing. (c) Parent and Sub shall keep the Company informed on a timely basis in reasonable detail of any material developments relating to the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementDebt Offers.

Debt Financing. (ia) From the date of this Agreement until the Closing, subject Parents and Genco Holdings agree to Section 6.4(d)(ii), the Company shallprovide, and shall cause its each Company and their respective Representatives toto provide, at the Parent’s expense, use reasonable best efforts to provide customary all cooperation reasonably requested by Parent in connection with obtaining debt financing Buyer and necessary in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and agreed that in no event shall any party be required to take any action in respect sessions with rating agencies, (ii) preparation by Genco Holdings of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentationsbusiness projections, financial statements, offering documentsmemoranda, bank information memoranda (including the delivery of customary representation letters) private placement memoranda, prospectuses and similar documents and (iii) execution and delivery by the Companies of any underwriting or placement agreements, pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates or documents, including a certificate of the chief financial officers of any Company with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the financing to be used in connection with the transactions contemplated by this Agreement, legal opinions, engineering reports, environmental reports, surveys and title insurance as may be reasonably required requested by Parent Buyer, provided, however, that no such agreements or documents shall impose any monetary obligation or liability (i) on the Companies (excluding, for the avoidance of doubt, the Non-STP Assets and Liabilities in any Company acquired in the Non-STP Acquisition) prior to the STP Acquisition Closing other than payment obligations under the Overnight Bridge Loan, or (ii) on CenterPoint or any of its affiliates other than the Companies. Parents and Genco Holdings shall use commercially reasonable efforts to cause Deloitte & Touche LLP, the independent auditors of the Companies, to provide any unqualified opinions, consents or customary comfort letters with respect to the financial statements needed in connection with the Debt Financing; (2) assisting . Genco Holdings agrees to allow Buyer’s accounting representatives the opportunity to review the financial statements in draft form and to allow such representatives access to each Company and supporting documentation with respect to the preparation of such financial statements and to use commercially reasonable efforts to cause its independent auditors to provide reasonable access to their working papers relating to procedures performed with respect to such financial statements. Buyer shall keep CenterPoint reasonably apprised of the status of all material matters relating to the arrangement of the Debt Financing and shall give CenterPoint and Genco Holdings prompt written notice of (i) any customary pledge material breach by any party of the Debt Financing Letter (or any definitive agreements entered into pursuant thereto) or (ii) any termination of the Debt Financing Letter. (b) Without limiting the generality of the provisions of Section 6.7(a), to the extent reasonably required in connection with the Debt Financing, Genco Holdings shall use commercially reasonable efforts to provide, or cause each of the Company and security documentstheir respective Representatives to provide, definitive financing documentsthe following: (1) for each tract of Real Property constituting a power generating site and the power generating assets located thereon owned by one of the Companies (“Plant Real Property”), closing certificates and for the Energy Development Center, Texas standard form owner’s (with respect to the portion thereof constituting Owned Real Property) and leasehold (with respect to the portion thereof constituting Leased Real Property) title insurance policies and, if applicable, a Texas standard form mortgagee’s policy of title insurance reasonably satisfactory to Buyer’s sources of Debt Financing (“Buyer’s Lender”) from one or other similar more nationally recognized title companies satisfactory to Buyer, Genco Holdings and CenterPoint (the “Title Company”), with each such policy (A) dated as of the Public Company Merger Closing Date, (B) in an amount reasonably acceptable to Buyer, (C) accompanied by copies of all documents referenced as exceptions to title, (D) insuring good, valid and indefeasible fee simple title to the Owned Real Property and good, valid and indefeasible leasehold interest in the Leased Real Property in one of the Companies subject only to the Permitted Liens and such matters as may be reasonably requested by Parent Buyer, (E) naming such Company as “insured” and (F) containing such other available endorsements (including, without limitation, non-imputation endorsements) and affirmative coverages as Buyer may reasonably request, and (2) duly executed affidavits and other documents executed by the Companies, consistent with local practice, as are necessary to be effective only at induce the Closing Title Company to issue the policies, endorsements and only affirmative coverages described in the manner set forth above in subclause (1); (ii) a new or recertified survey for each Plant Real Property and the Energy Development Center (a “Survey”) of the type and with such detail as a reasonably prudent financial institution making a project financing loan for existing electric power generating plants would require (the “Survey Standard”), prepared or recertified on or after the date of this Agreement by land surveyors licensed in the states in which the Owned Real Property is located, which Surveys have been certified or recertified by said surveyors to each Company, Buyer, Buyer’s Lender and, to the extent required necessary to satisfy the Survey Standard set forth above, show the following items: (A) no material violation of any setback or building line requirement (whether such requirements are imposed by Law or deed or plat), unless the Debt FinancingTitle Company is willing and able to insure over such violation; (B) no material encroachment by improvements located on adjoining properties onto any material portion of any Plant Real Property or the Energy Development Center, or by improvements located on any material portion of Plant Real Property or the Energy Development Center, onto adjoining properties, easements, utilities or rights of way, unless the Title Company is willing and able to insure over such encroachment; (C) adequate means of ingress and egress to and from each Plant Real Property or the Energy Development Center; and (D) the CEHE Land (if any) adjacent to each tract of Owned Real Property constituting Plant Real Property; (3iii) facilitating the pledging of collateral a current estoppel certificate, in form reasonably satisfactory to Buyer, for each Lease, from each lessor thereunder; and (iv) for all Real Property other than Plant Real Property and the delivery Energy Development Center, such evidence of insurance certificates title as a reasonably prudent financial institution making a project financing loan for an existing portfolio of electric power generating assets would require. (c) Buyer shall use commercially reasonable efforts to the extent required by arrange the Debt Financing; (4) subject to receipt by Financing on the Company of a Joinder to the Confidentiality Agreement terms and conditions described in the form prescribed thereinDebt Financing Letter, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained therein and (ii) to satisfy all conditions applicable to Buyer in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Financing Letter, Buyer shall use commercially reasonable efforts to arrange any such portion from alternative sources on terms and conditions which are, in the reasonable judgment of Buyer, comparable or more favorable (to Buyer) in the aggregate thereto, and to the extent requested that any terms and conditions are not set forth in writing no less than ten the Debt Financing Letter, on terms and conditions reasonably satisfactory to Buyer. (10d) Business Days CenterPoint and Genco Holdings shall use commercially reasonable efforts to obtain any waivers, amendments, modifications or supplements necessary in connection with the transactions contemplated by this Agreement to the Credit Agreement or the Credit Agreement, dated October 7, 2003, among CenterPoint, as Borrower, and JPMorgan Chase Bank, as Administrative Agent. (e) All documented out-of-pocket costs and expenses reasonably incurred by Parents or the Companies in complying with Sections 6.7(a), (b) or (c) shall be paid by Buyer, unless this Agreement is terminated prior to the Closing Date, furnishing Public Company Merger Effective Time (i) under circumstances in which Buyer would have the right to the potential debt financing sources for the Debt Financing (the “Financing Sources”terminate this Agreement under Section 10.1(c) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing a result of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation failure of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing conditions set forth in Article VII Section 8.3(a) or 8.3(b) to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinionsatisfied. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all All documented out-of-pocket costs and expenses incurred reasonably by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Genco Holdings in connection complying with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d6.7(d) shall survive the termination of this Agreementbe paid by CenterPoint.

Debt Financing. (i) From Prior to the date of this Agreement until the Closing, subject to Section 6.4(d)(ii)Closing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives tocommercially reasonable efforts to provide, to the Parent Parties, in each case at the Parent’s sole expense, use reasonable best efforts to provide all customary cooperation reasonably requested in writing by Parent in connection with obtaining debt financing (e-mail being sufficient) in connection with the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Mergers Acquired Companies and the Company Properties effective as of or after the Partnership Merger Effective Time (collectively, the “Debt Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be using commercially unreasonable):reasonable efforts to: (1) assisting upon reasonable notice, direct employees of the Acquired Companies with appropriate seniority and expertise to participate in a reasonable number of meetings (including one-on-one meetings or conference calls with providers of the Debt Financing), drafting sessions, road shows, rating agency presentations and due diligence sessions and other syndication activities and presentations with prospective lenders at reasonable times and locations mutually agreed; provided, that any such meeting or communication may be conducted virtually by videoconference or other media; (2) provide reasonable and customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for rating agency presentations, offering documentsprivate placement memoranda, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as reasonably requested by Parent; and (C) limited to information to be contained therein with respect to the Acquired Companies; (3) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (4) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Partnership Merger Effective Time); (5) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent; (6) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff, defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided, that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the occurrence of, the Closing); (7) cooperate with obtaining customary title insurance with respect to each material Company Property as reasonably requested by Parent; (8) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Debt Financing; (9) cause the Company’s independent auditors to deliver customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (210) assisting provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (11) consent to the use of the Acquired Company’s logos in connection with the preparation Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (12) reasonably cooperate with the marketing efforts of Parent and its financing sources for any customary pledge Debt Financing to be raised by Parent to complete the Mergers and security documents, definitive financing documents, closing certificates or the other similar documents transactions contemplated by this Agreement; (13) as may be reasonably requested by Parent, following the obtainment of the Stockholder Approval, form new direct or indirect Wholly Owned Company Subsidiary pursuant to documentation reasonably satisfactory to Parent to be effective only at and the Closing and only to the extent required by the Debt FinancingCompany; (314) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely Parent, and no earlier than immediately prior to the extent required Partnership Merger Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to consummate be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Debt FinancingCompany, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters15) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to any potential financing source; (16) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Company Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Leased Company Property (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 7.2, and (C) the Company shall be entitled to have representatives present at all times during any such inspection); and (17) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents reasonably requested by Parent and required in connection with the marketing Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 6.4(d7.12(a)(i) if the Company shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 7.12(a)(i) to the extent that it: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance Acquired Companies to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability (including, without limitation, any commitment fees and expense reimbursement) in connection with the Debt Financing prior to the Closing Date; (4except those fees, expenses and liabilities for which the Company is reimbursed by Parent); (iii) requires the Acquired Companies or their respective directors, trustees, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing (other than with respect to customary authorization letters with respect to bank information memoranda) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Partnership Merger Effective Time; (iv) requires the Acquired Companies or their counsel to give any legal opinion; (v) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law; (vi) requires the Acquired Companies to provide access to or disclose information that the Company or any of its Subsidiaries determines would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company Parties shall use reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (vi)); (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or would conflict with or violate, its organizational documents, or would result in a violation or breach of, or default under, any Material Contract to which any of the Acquired Companies is a party or any applicable Laws; (viii) would result in any officer or director of the Acquired Companies incurring personal liability with respect to any matter relating to the Debt Financing or requires any officer, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications or (ix) requires the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement. In no event shall the Company Parties be in breach of this Agreement because of the failure to deliver any Contract, result financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof and is not otherwise prepared in a violation the ordinary course of Law business of Acquired Companies at the time requested by Parent or result in a violation (B) for the failure to obtain review of organizational documents of any financial or other information by its accountants after using commercially reasonable efforts to obtain the same. In no event shall the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company, its Subsidiaries and or any of their respective Affiliates or impose Representatives) or expense (including legal and accounting expenses) in connection with assisting the Parent Parties in arranging the Debt Financing or as a result of any liability on information provided by the Company, its Subsidiaries and or any of their respective Affiliates; (5) authorize, execute Affiliates or deliver any definitive documentation or certificates Representatives in connection with the Debt Financing that would be effective prior to the Closing Date Partnership Merger Effective Time (except those fees, expenses, financial commitments or that are not conditioned upon Closing; (6) be responsible other financial obligations for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither which the Company nor its Subsidiaries nor their respective Affiliatesis reimbursed by Parent). None of the representations, nor warranties or covenants of the Company Parties set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of the Company Subsidiaries, or any of their respective directors or officersRepresentatives at the request of Parent pursuant to Section 7.12. For the avoidance of doubt, are required to take any action the Parties hereto acknowledge and agree that the provisions contained in this Section 7.12(a)(ii) represent the capacity as a member sole obligation of the board of directors of the Company, its Subsidiaries Acquired Companies and their respective Affiliates with respect to authorize or approve cooperation in connection with the Debt Financing. (iii) Parent will, shall reimburse the Acquired Companies promptly upon request by the Company, reimburse the Company demand for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) (other than in respect of the preparation of customary historical financials) incurred by the Company, Acquired Companies and its Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives in connection with their respective obligations the cooperation under Section 7.12, any action taken by them at the request of Parent pursuant to this Section 6.4(d7.12 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 7.12). Parent acknowledges , and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, its Subsidiaries Acquired Companies and their respective Affiliates, Representatives and each of the Acquired Companies’ and their Representatives’ respective Representativespresent and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any and all out-of-pocket costs, expenses, losses, damages, liabilities, claims, costs, expenses, judgments, penalties fines, penalties, interest, settlements, awards and fines liabilities suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement and consummation of the Debt Financing and any information utilized used in connection therewith, therewith (other than incurred as a result of such parties’ gross negligence, willful misconduct the information provided in writing by the Company or intentional fraudthe other Acquired Companies to Parent specifically in connection with their obligations pursuant to Section 7.12(a)). The obligations provisions of Parent in this Section 6.4(d7.12(a)(iii) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 7.12(a)(iii) shall survive the termination of this Agreement (and in the event the Mergers and the other transactions contemplated hereby are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under Section 7.12, and not previously reimbursed). (iv) All confidential information regarding the Acquired Companies obtained by the Parent Parties and their respective Affiliates and Representatives pursuant to Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement. For the avoidance of doubt, without the prior written consent of the Company, in no event will the Parent Parties or any of their respective Affiliates (which for this purpose will be deemed to include each direct investor in the Parent Parties) enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential source of Debt Financing that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such source of Debt Financing to provide Debt Financing or other assistance to any other party in any other transaction involving the Acquired Company (provided that the foregoing shall not prohibit the establishment of customary “tree” arrangements). (v) Prior to the Closing Date, upon the request of the Company, Parent shall keep the Company reasonably informed in reasonable detail of the status of its efforts to arrange the Debt Financing. The Parent Parties acknowledge and agree that the obtaining of the Debt Financing is not a condition to Closing and that the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of the obtaining (or the failure to obtain) the Debt Financing.

Debt Financing. (i) From the date of this Agreement until 8.15.1. Prior to the Closing, subject to Section 6.4(d)(ii), the Company Group Companies shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection cause their respective officers, directors, employees and representatives to, at ▇▇▇▇▇’s sole expense, cooperate with obtaining debt financing Buyer in connection with the consummation Debt Financing as may be reasonably requested by ▇▇▇▇▇, including by using reasonable best efforts to: (a) participate (and causing senior management and using commercially reasonable efforts to cause representatives and advisors to participate) in a reasonable number of the Mergers (collectivelylender meetings and presentations, the “due diligence sessions and sessions with ratings agencies, in each case, at reasonable times and with reasonable notice in connection with any of such Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable):; (1b) assisting with provide Buyer and the Debt Financing Sources information reasonably necessary for the preparation of customary (A) confidential information memoranda, lender presentations and similar marketing documents reasonably necessary or customarily provided in connection with financings of the type similar to the Debt Financing and (B) materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2c) assisting with the preparation of execute and deliver any customary guarantee, collateral agreement, pledge and agreement, security documentsagreement, other definitive financing documents, closing or other certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing Buyer and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with necessary and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing Debt Financing and otherwise facilitating the obtaining of guarantees and the creation and perfection of a security interest in the property and assets of the Debt FinancingGroup Companies; provided, that all such guarantees, security agreements and other documents with respect to the Group Companies and their respective assets shall be authorized and become effective only at, or as of, the Closing, and no legal opinions shall be required to be provided; (6d) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financingtake all corporate actions, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent Buyer that are necessary to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof thereof, together with the cash at the Group Companies, if any (not needed for other purposes), to be made available on the Closing Date to Parent at consummate the ClosingClosing and the other transactions contemplated by this Agreement; (9e) delivering provide customary authorization and representation letters to the Debt Financing Sources, executed by or on behalf of the Company, authorizing the distribution of information provided by the Group Companies (subject to customary confidentiality provisions and disclaimers) to prospective lenders or investors and containing customary representations to the Debt Financing Sources, including regarding with respect to the presence or absence of material nonnonpublic information about the Group Companies and that such information (other than customary exceptions) to the extent provided by the Group Companies does not contain a material misstatement or omission that would make the statements contained therein materially misleading in light of the circumstances under which they are made; (f) provide, at least four (4) Business Days prior to the Closing Date, all documentation and other information as is required by applicable “know your customer”, beneficial ownership and anti-public information)money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least eight (8) Business Days prior to the Closing Date; and (10g) furnishing informationtimely deliver any notices of prepayment, financial statements and financial data redemption or termination in respect of the type Closing Indebtedness and form customarily included assisting with the repayment in an offering memorandum with respect full of all Indebtedness of the Group Companies required to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar be repaid on or prior to the Closing and the termination and release of all related guarantees and liens (including by obtaining the fully executed Debt FinancingPayoff Letter (at least three (3) Business Days in advance of Closing); provided, subject to exceptions customary for that such financings, requested cooperation does not unreasonably interfere with the ongoing operations of the Group Companies and information relating to (a) the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event Group Companies shall the information described in this clause (10) be deemed to include or shall the Company otherwise not be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability or pay any fee in connection with the Debt Financing prior to the Closing, (b) the pre-Closing Date; board of directors of any Group Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained unless such Persons continue in such offices after the Closing and such resolutions are effective substantially simultaneously with the Closing or incur any personal liability, (4c) the Group Companies shall not be required to execute prior to the Closing any definitive financing documents that will be effective prior to Closing, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing, other than pursuant to this Section 8.15.1, (d) the Group Companies shall not be required to take any action corporate actions that will be effective prior to the Closing to permit the consummation of the Debt Financing, (e) the Group Companies shall not be required to provide cooperation that the Company reasonably believes would (i) violate any Material Contract or any Law (but the Company shall take reasonable steps to provide such information or cooperation in a manner that does not violate any such Material Contract or Law), (ii) result in a breach the loss of any Contract, result attorney-client privilege or other similar legal privilege (but the Company shall take reasonable steps to provide such information or cooperation in a violation manner that does not violate any such privilege) or (iii) cause any of Law Company’s representations or result warranties in this Agreement to be breached or any condition precedent set forth in this Agreement to fail to be satisfied and (f) the Group Companies shall not be required to consent to the pre-filing of UCC-1s or the grant of liens on the Group Companies’ assets prior to the Closing. The Group Companies hereby consent to the use of the Group Companies’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a violation of organizational documents manner that is not intended to, or reasonably likely to, harm, disparage or otherwise adversely affect the Group Companies or the reputation or goodwill of the CompanyGroup Companies. Buyer shall indemnify, its Subsidiaries defend and their respective Affiliates or impose hold harmless the pre-Closing directors and officers of the Group Companies from and against any liability on or obligation to providers of the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates Debt Financing in connection with the Debt Financing that would be effective prior and any information provided in connection therewith in connection with any cooperation pursuant to this Section 8.15.1, except to the Closing Date extent such liability or that are not conditioned upon Closing; obligation (6i) be responsible results from information related to the Group Companies provided by or on behalf of the Group Companies specifically for use in connection with the preparation Debt Financing (ii) is determined by a court of any pro forma financial information; competent jurisdiction in a final non-appealable judgment to result from the willful misconduct, gross negligence or bad faith of the Group Companies or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor , in each case, their respective Affiliatesofficers, nor directors, employees, accountants, consultants, legal counsel, agents or other representatives or (iii) results from the material breach of this Agreement by the Group Companies and/or any of their respective directors or officersAffiliates. If the Closing does not occur, are required to take any action in the capacity as a member of the board of directors of ▇▇▇▇▇ shall promptly upon the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon ’s request by the Company, reimburse the Company for all reasonable out-of-pocket and documented costs and expenses (including reasonable and documented fees and disbursements of outside counsel) incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Group Companies in connection with their respective obligations such cooperation pursuant to this Section 6.4(d)8.15.1. Parent acknowledges and agrees that none All non-public or otherwise confidential information regarding the Group Companies obtained by Buyer pursuant to this Section 8.15.1 shall be kept confidential in accordance with the terms of the CompanyConfidentiality Agreement; provided that Buyer shall be permitted to disclose such information (i) to the Debt Financing Sources, rating agencies and prospective lenders and investors of the Debt Financing or any permitted replacement, amendment, modification thereto, in each case, subject to customary confidentiality protections and (ii) as required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of Buyer or any of its Subsidiaries Affiliates are listed or traded. 8.15.2. The Company (i) hereby consents to the inclusion of the financial statements referred to in Section 3.5 and their respective Affiliates shallSection 8.16, as applicable, prior to the ClosingClosing in (A) any lender presentations, incur any liability to any Person under any Debt Financing bank information memoranda, rating agency presentations and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part similar documents customarily used in connection with such cooperation, the Debt Financing and (B) any information utilized in connection therewith, other than incurred public disclosure on Form 8-K to the extent required to comply with Regulation FD as a result of the inclusion of such parties’ gross negligencefinancial statements pursuant to clause (A). 8.15.3. Buyer shall use reasonable best efforts to take, willful misconduct or intentional fraudcause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Debt Financing in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses, on the terms and conditions described in the Debt Commitment Letter or, if available, on other terms that (A) are acceptable to Buyer in its sole discretion and (B) would not prevent, or make materially less likely to occur, the funding of the Debt Financing at the Closing in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses, including using reasonable best efforts to (a) satisfy on a timely basis all conditions set forth in the Debt Commitment Letter applicable to Buyer, (b) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on such other terms and (c) consummate the Debt Financing at or prior to the Closing in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses. The obligations Buyer shall give Seller prompt notice of Parent (and in any event no later than five (5) Business Days following) (i) any breach or default under the Debt Commitment Letter of which Buyer becomes aware, and (ii) any termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter, in each case, if such breach, default, termination, repudiation, rescission, cancellation or expiration would materially adversely affect the availability of the Debt Financing at the Closing in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses (but, in each case, excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing of the definitive agreements with respect to the Debt Financing); provided, that in no event shall Buyer be required to share any information with Seller, the Company or their respective Affiliates or Representatives that is subject to attorney-client or other privilege. Upon the reasonable request of Seller, Buyer shall keep the Company and Seller informed on a reasonably current basis in reasonable detail of the status of ▇▇▇▇▇’s efforts to arrange the Debt Financing or Alternative Financing. If any portion of the Debt Financing under the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter in an amount, when combined with the aggregate amount of available cash or other sources of liquidity, necessary to fund the Required Uses, Buyer shall use reasonable best efforts to obtain alternative financing, including from the same or alternative sources (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 8.15.3 shall be applicable to the Alternative Financing and such Alternative Financing shall not impose any new or additional condition or otherwise expand any condition to draw that would limit the availability thereof at the Closing, provided, that, in no event shall Buyer be required to, and in no event shall its reasonable best efforts be deemed or construed to require it to, obtain alternative financing that (x) includes terms and conditions that are less favorable in any material respect to Buyer than the terms and conditions set forth in the Debt Commitment Letter as in effect on the date of this Agreement (including, as necessary, taking into account any “market flex” provisions applicable thereto contained in the fee letter related to the Debt Commitment Letter) or (y) would require it to pay any fees or agree to pay any interest rate amounts or original issue discounts, in either case, in excess of those contemplated by the Debt Commitment Letter as in effect on the date of this Agreement (including, as necessary, taking into account any “market flex” provisions applicable thereto contained in the fee letter related to the Debt Commitment Letter). Buyer shall (1) upon satisfaction of the conditions thereunder, enforce in all material respects its rights under the Debt Commitment Letter, (2) not withdraw the LCT Election (as defined in the Buyer Credit Agreement) made in respect of its acquisition of the Company pursuant to the Debt Commitment Letter and (3) not consent to any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter, the fee letter referred to in the Debt Commitment Letter or the Buyer Credit Agreement, in each case to the extent in a manner that (i) would prevent, or make materially less likely to occur, the funding of the Debt Financing under the Debt Commitment Letter at the Closing in an amount sufficient, when combined with the aggregate amount of available cash or other sources of liquidity, to fund the Required Uses or (ii) materially adversely impact the ability of Buyer, in each case, to enforce its rights under the Debt Commitment Letter or the definitive agreements with respect to the Debt Financing, as applicable, or to consummate the transactions contemplated by this Agreement at the Closing, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, for the avoidance of doubt and notwithstanding anything to the contrary in this Section 6.4(dAgreement, (x) shall survive Buyer may amend the termination Debt Commitment Letter and any fee letter to add lenders, arrangers, bookrunners, agents or similar entities who have not executed the Debt Commitment Letter as of the date of this Agreement and (y) Buyer may amend, restate, amend and restate, refinance or replace the Buyer Credit Agreement (and replace the Debt Commitment Letter in effect at such time by virtue of such amendment, restatement, amendment and restatement, refinancing or replacement of the Buyer Credit Agreement.) and terminate or reduce the commitments under any Debt Commitment Letter so long as any of (1) after giving effect thereto, Buyer has (and will have at all times through the Closing) available cash or other sources of liquidity in an amount sufficient to pay in cash all of the Required Uses or (2) Buyer shall have delivered a copy of a fully executed replacement Debt Commitment Letter, together with a true and complete copy of any fee letter related thereto (provided that solely the fee amounts, pricing caps and certain economic terms of any “flex” provisions specified in the fee letter may have been redacted in a customary manner so long as no such redaction covers terms that affect the conditionality, enforceability or availability of the full amount of the Debt Financing on the Closing Date or otherwise limit, prevent, impede or delay the consummation of the Debt Financing on the Closing Date), which shall have the Specified Terms or (3) Seller shall have given prior written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed). As applicable, references in the Agreement (other than with respect to the representations in this Agreement made by Buyer that speak as of the date hereof) to Debt Financing shall include Alternative Financing and any replacement Debt Commitment Letter referred to in clause (2) of the prov

Debt Financing. (i) From Prior to the date of this Agreement until the Closing, subject to Section 6.4(d)(ii)Closing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives tocommercially reasonable efforts to provide, to Parent and Merger Sub, in each case at the Parent’s sole expense, use reasonable best efforts to provide all customary cooperation reasonably requested in writing by Parent in connection with obtaining debt financing (e-mail being sufficient) in connection with the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Mergers Acquired Companies and the Company Properties effective as of or after the Merger Effective Time (collectively, the “Debt Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be using commercially unreasonable):reasonable efforts to: (1) assisting upon reasonable notice, direct employees of the Company with appropriate seniority and expertise to participate in a reasonable number of meetings (including one-on-one meetings or conference calls with providers of the Debt Financing), drafting sessions, road shows, rating agency presentations and due diligence sessions and other syndication activities and presentations with prospective lenders at reasonable times and locations mutually agreed; provided, that any such meeting or communication may be conducted virtually by videoconference or other media; (2) provide reasonable and customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for rating agency presentations, offering documentsprivate placement memoranda, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers; (B) as reasonably requested by Parent; and (C) limited to information to be contained therein with respect to the Acquired Companies; (3) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (4) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Merger Effective Time); (5) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent; (6) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff, defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided, that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the occurrence of, the Closing); (7) cooperate with obtaining customary title insurance with respect to each material Company Property as reasonably requested by Parent; (8) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Debt Financing; (9) cause the Company’s independent auditors to deliver customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (210) assisting provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (11) consent to the use of the Acquired Company’s logos in connection with the preparation Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (12) reasonably cooperate with the marketing efforts of Parent and its financing sources for any customary pledge Debt Financing to be raised by Parent to complete the Merger and security documents, definitive financing documents, closing certificates or the other similar documents transactions contemplated by this Agreement; (13) as may be reasonably requested by Parent, following the obtainment of the Stockholder Approval, form new direct or indirect Wholly Owned Company Subsidiary pursuant to documentation reasonably satisfactory to Parent to be effective only at and the Closing and only to the extent required by the Debt FinancingCompany; (314) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely Parent, and no earlier than immediately prior to the extent required Merger Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to consummate be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Debt FinancingCompany, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters15) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from non-residential tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to any potential financing source; (16) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Company Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Leased Company Property (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 7.2, and (C) the Company shall be entitled to have representatives present at all times during any such inspection); and (17) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents reasonably requested by Parent and required in connection with the marketing Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 6.4(d7.12(a)(i) if the Company shall have used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company shall not be required to provide, or cause its Subsidiaries or Representatives to provide, cooperation under Section 7.12(a)(i) to the extent that it: (i) unreasonably interferes with the ongoing business of the Acquired Companies; (ii) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance Acquired Companies to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability (including, without limitation, any commitment fees and expense reimbursement) in connection with the Debt Financing prior to the Closing Date; (4except those fees, expenses and liabilities for which the Company is reimbursed by Parent); (iii) requires the Acquired Companies or their respective directors, trustees, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing (other than with respect to customary authorization letters with respect to bank information memoranda) or adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which is not contingent upon the Closing or would be effective at or prior to the Merger Effective Time; (iv) requires the Acquired Companies or their counsel to give any legal opinion; (v) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable Law; (vi) provide access to or disclose information that the Company or any of its Subsidiaries determines would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the Company shall use reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (vi)); (vii) requires the Acquired Companies to take any action that is prohibited or restricted by, or would conflict with or violate, its organizational documents, or would result in a violation or breach of, or default under, any Material Contract to which any of the Acquired Companies is a party or any applicable Laws; (viii) would result in any officer or director of the Acquired Companies incurring personal liability with respect to any matter relating to the Debt Financing or requires any officer, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications or (ix) requires the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement. In no event shall the Company be in breach of this Agreement because of the failure to deliver any Contract, result financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof and is not otherwise prepared in a violation the ordinary course of Law business of Acquired Companies at the time requested by Parent or result in a violation (B) for the failure to obtain review of organizational documents of any financial or other information by its accountants after using commercially reasonable efforts to obtain the same. In no event shall the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company, its Subsidiaries and or any of their respective Affiliates or impose Representatives) or expense (including legal and accounting expenses) in connection with assisting Parent and Merger Sub in arranging the Debt Financing or as a result of any liability on information provided by the Company, its Subsidiaries and or any of their respective Affiliates; (5) authorize, execute Affiliates or deliver any definitive documentation or certificates Representatives in connection with the Debt Financing that would be effective prior to the Closing Date Merger Effective Time (except those fees, expenses, financial commitments or that are not conditioned upon Closing; (6) be responsible other financial obligations for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither which the Company nor its Subsidiaries nor their respective Affiliatesis reimbursed by Parent). None of the representations, nor warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of the Company Subsidiaries, or any of their respective directors or officersRepresentatives at the request of Parent pursuant to Section 7.12. For the avoidance of doubt, are required to take any action the Parties hereto acknowledge and agree that the provisions contained in this Section 7.12(a)(ii) represent the capacity as a member sole obligation of the board of directors of the Company, its Subsidiaries Acquired Companies and their respective Affiliates with respect to authorize or approve cooperation in connection with the Debt Financing. (iii) Parent will, shall reimburse the Acquired Companies promptly upon request by the Company, reimburse the Company demand for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) (other than in respect of the preparation of customary historical financials) incurred by the Company, Acquired Companies and its Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives in connection with their respective obligations the cooperation under Section 7.12, any action taken by them at the request of Parent pursuant to this Section 6.4(d7.12 (including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 7.12). Parent acknowledges , and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will shall indemnify and hold harmless the Company, its Subsidiaries Acquired Companies and their respective Affiliates, Representatives and each of the Acquired Companies’ and their Representatives’ respective Representativespresent and former directors, officers, employees and agents (collectively, the “Financing Indemnified Parties”) from and against any and all out-of-pocket costs, expenses, losses, damages, liabilities, claims, costs, expenses, judgments, penalties fines, penalties, interest, settlements, awards and fines liabilities suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement and consummation of the Debt Financing and any information utilized used in connection therewith, therewith (other than incurred as a result of such parties’ gross negligence, willful misconduct the information provided in writing by the Company or intentional fraudthe other Acquired Companies to Parent specifically in connection with their obligations pursuant to Section 7.12(a)). The obligations provisions of Parent in this Section 6.4(d7.12(a)(iii) are intended to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 7.12(a)(iii) shall survive the termination of this Agreement (and in the event the Merger and the other transactions contemplated hereby are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company and its Subsidiaries in connection with the cooperation under Section 7.12, and not previously reimbursed). (iv) All confidential information regarding the Acquired Companies obtained by the Parent Parties and their respective Affiliates and Representatives pursuant to Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement. For the avoidance of doubt, without the prior written consent of the Company, in no event will Parent, Merger Sub or any of their respective Affiliates (which for this purpose will be deemed to include each direct investor in Parent or Merger Sub) enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential source of Debt Financing that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such source of Debt Financing to provide Debt Financing or other assistance to any other party in any other transaction involving the Acquired Company (provided that the foregoing shall not prohibit the establishment of customary “tree” arrangements). (v) Prior to the Closing Date, upon the request of the Company, Parent shall keep the Company reasonably informed in reasonable detail of the status of its efforts to arrange the Debt Financing. The Parent Parties acknowledge and agree that the obtaining of the Debt Financing is not a condition to Closing and that the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of the obtaining (or the failure to obtain) the Debt Financing.

Debt Financing. (ia) From the date hereof until the earlier of the Closing Date or the termination of this Agreement until the Closing, subject pursuant to Section 6.4(d)(ii)13.01, Arsenal Blocker Seller and the Company shallshall use commercially reasonable efforts to promptly provide to Buyer, and shall cause its Representatives to, at the Parent’s expense, use commercially reasonable best efforts to promptly cause Arsenal Blocker Seller's and the Company's respective officers, employees, representatives and advisors to promptly provide to Buyer, such cooperation as is customary cooperation for debt financings of the type contemplated by the Debt Commitment Letter and as is reasonably requested by Parent Buyer in connection with arranging and obtaining debt the Debt Financing, including (i) as promptly as practicable, furnishing Buyer, its Affiliates and its financing in connection sources with the consummation of the Mergers Required Information, (collectively, the “Debt Financing”), including the following (it being understood and agreed that ii) using commercially reasonable efforts in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting Buyer with the preparation of customary materials for offering documents, financial statements, pro formas, or any other financial information and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents and materials reasonably required requested by Parent Buyer in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may provided that no financial statements shall be reasonably requested by Parent required to be effective only at the Closing and only to the extent required prepared other than those customarily prepared by the Debt Financing; Company, (3iii) facilitating the pledging of collateral and (which shall only be effective at the delivery Closing), (iv) cooperating in connection with the pay-off of insurance certificates existing Funded Debt to the extent contemplated by this Agreement and the release of related Liens and termination of security interests, including obtaining customary payoff letters, lien releases and instruments of discharge or releases to be delivered at the Closing, (v) providing at least five (5) Business Days prior to the Closing Date all documentation and other information about the Company as is required by applicable "know your customer" and anti-money laundering rules and regulations including the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent USA Patriot Act provided such information was requested in writing no less than at least ten (10) Business Days prior to the Closing Date, furnishing to (vi) upon reasonable notice and at reasonably convenient times and locations making the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources officers or (ii) such financial and other pertinent information senior management available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings and presentations, including lender and rating agency presentations, drafting sessions and due diligence sessions and (including road showsvii) with prospective lenders and investors and road shows at mutually agreeable dates and times; delivering unaudited financial statements of the Company for each fiscal month within 30 days after the end of such month in the form customarily prepared by the Company; provided, however, that (7A) permitting appropriate neither the Company, nor its respective officers, who will continue in such positions directors or in similar positions after employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (B) no counsel for Arsenal Blocker Seller or the Company shall be obligated to execute documents in accordance with this Section 6.4(d) required deliver any opinion in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projectionsno director, risk factors manager or other forward-looking statements relating member of Arsenal Blocker Seller or the Company in their capacities as such shall be required to all pass resolutions or consents or approve or authorize the execution of any component of documents in connection with the Debt Financing, (D) subsidiary financial statements no Person shall be required to to participate in any meetings, presentations, drafting sessions or any other information of due diligence sessions to the type required by Rule 3-09extent such participation would unreasonably interfere with such Person's continuing duties with the Company and its Subsidiaries, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure none of Arsenal Blocker Seller or the Company shall be obligated to deliver any financial statements that are not customarily prepared by the Company, (F) no officer of Arsenal Blocker Seller or the Company shall be obligated to deliver a solvency certificate, and Analysis and other information (G) neither Arsenal Blocker Seller nor the Company shall be required by Item 402(b) to deliver or cause the delivery of Regulation S-K)any accountant or cold comfort letter. (iib) Nothing in this Section 6.4(d) requires the CompanyBuyer shall promptly, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the CompanyRepresentative, indemnify, hold harmless and reimburse Arsenal Blocker Seller or the Company for all reasonable and documented out-of-pocket costs and expenses incurred by Arsenal Blocker Seller or the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Company in connection with their respective obligations pursuant to the cooperation of Arsenal Blocker Seller and the Company contemplated by this Section 6.4(d). Parent acknowledges 6.08. (c) The Company hereby consents to the use of all of their trademarks, service marks and agrees logos for purposes of the Debt Financing; provided that, such trademarks, service marks and logos are used solely in a manner that none is not intended or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company, its Subsidiaries and their respective Affiliates shall, prior . (d) From the date hereof until the earlier of the Closing Date or five (5) Business Days after the termination of this Agreement pursuant to Section 13.01: (i) Subject to the Closingterms and conditions of this Agreement, incur any liability Buyer shall use its reasonable best efforts to any Person under any take, or cause to be taken, all actions and to do, or cause to be done, as promptly as reasonably practicable, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and that Parent will indemnify conditions described in the Debt Commitment Letter (including any "market flex" provisions in the Debt Commitment Letter), including: (A) maintaining in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing; (B) satisfying (or obtaining a waiver thereof) and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and causing to be satisfied all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, conditions applicable to Buyer to obtaining the Debt Financing and otherwise complying with its obligations under the Debt Commitment Letter and the definitive documents relating to the Debt Financing; (C) entering into definitive agreements with respect to the Debt Financing; (D) enforcing its rights under the Debt Commitment Letter; and (E) consummating the Debt Financing at or prior to the Closing (it being understood that it is not a condition to Closing under this Agreement for Buyer to obtain the Debt Financing or any information utilized Alternative Financing). (ii) Buyer shall not permit any assignment, amendment, supplement, replacement, restatement, waiver, substitution, or other modification (and any Alternative Financing shall be deemed an assignment, amendment, supplement, replacement, restatement, waiver, substitution, or other modification that is subject to the requirements of this Section 6.08(d)(ii) of any Debt Commitment Letter or any definitive agreement related to the Debt Financing, in connection therewitheach case, without the Representative's prior written consent, if such assignment, amendment, supplement, replacement, restatement, waiver, substitution, or other than incurred modification (A) reduces the aggregate amount of the Debt Financing such that Buyer or the Company would not have aggregate proceeds necessary to complete the transaction, (B) imposes new or additional conditions or otherwise materially and adversely expands, amends or modifies any of the conditions to the receipt of the Debt Financing at the Closing Date, (C) could reasonably be expected to (1) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Transactions materially less likely to occur or (2) impair, delay or prevent in any material respect the availability on the Closing Date of all or a portion of the Debt Financing contemplated by the Debt Commitment Letter to be funded on the Closing Date or (D) otherwise materially and adversely affects the ability of Buyer to enforce its rights under the Debt Commitment Letter or to consummate the transactions contemplated by this Agreement; provided, that without the consent of the Representative, Buyer may (x) correct typographical errors, (y) provide for the assignment of a portion of the commitments or obligations under the Debt Commitment Letter to additional agents, arrangers, lenders, bookrunners, syndication agents or similar entities or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto (including replacement of a lender) or (z) implement or exercise any of the "market flex" provisions contained in the Debt Commitment Letter. Upon any such assignment, amendment, supplement, replacement, restatement, waiver, substitution, or other modification of the Debt Commitment Letter in accordance with this Section 6.08, (i) Buyer shall promptly provide complete, correct and executed copies of the same (which shall include any documentation related to any Alternative Financing) to the Representative (including complete, correct and executed copies of all related fee letters, engagement letters, side letters, agreements, contracts and other arrangements) and (ii) the term "Debt Commitment Letter" shall mean the Debt Commitment Letter as a result so amended, supplemented or modified. (iii) In the event all or any portion of the Debt Financing becomes unavailable on the terms and conditions described in or contemplated by the Debt Commitment Letter (including the "market flex" provisions thereof), Buyer shall use its reasonable best efforts to, as promptly as practicable following the occurrence of such parties’ gross negligenceevent (but not later than the date Buyer is required to consummate the Closing pursuant to Section 3.01), willful misconduct arrange to obtain, negotiate and enter into definitive agreements with respect to, alternative financing from alternative debt sources (the "Alternative Financing") in an amount and on terms sufficient to commence the transactions contemplated by this Agreement and not contain any conditions that would prevent, impede or intentional frauddelay in any material respect the Debt Financing. The obligations under this Section 6.08 shall apply equally to any such Alternative Financing (including any new financing commitments) and all references herein and therein to the Debt Financing shall be deemed to include such Alternative Financing, all references therein to the Debt Commitment Letter or the definitive documents related to the Debt Financing shall include the applicable documents for the Alternative Financing and all references to the Debt Financing Sources shall include the persons providing or arranging the Alternative Financing. (iv) Buyer will keep the Representative, Arsenal Blocker Seller and the Company reasonably informed on a current and timely basis of Parent the status of Buyer's efforts to obtain the Debt Financing and to satisfy the conditions thereof, including advising and updating the Representative, Arsenal Blocker Seller and the Company, in a reasonable level of detail, with respect to status and proposed closing date. Without limiting the foregoing, Buyer shall give the Representative prompt written notice (and in any event within three (3) Business Days) (A) of any written, or the knowledge of Buyer oral, notice by the lenders of a material breach, default, repudiation, cancellation or termination or if any Person attempts or purports to terminate, cancel or repudiate the Debt Commitment Letter, whether or not such attempted or purported termination, cancellation or repudiation is valid by any party to the Debt Commitment Letter or definitive documents relating to the Debt Financing of which Buyer becomes aware that would reasonably be expected to result in Buyer not receiving the proceeds of the Debt Financing on the Closing Date or any termination of the Debt Commitment Letter, (B) if and when Buyer becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter will not be available to consummate the Transactions to the extent such unavailability would prevent the consummation of the transactions contemplated by this Agreement or (C) if for any reason Buyer believes in good faith that Buyer will not be able to obtain, or there occurs any event or development that could reasonably be expected to materially and adversely impact the ability of Buyer to obtain, all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Debt Financing. As soon as reasonably practicable, after the Representative delivers to Buyer a written request, Buyer shall provide any information reasonably requested by the Representative relating to any of the circumstances referred to in this Section 6.4(d) shall survive the termination of this Agreement6.08(d).

Debt Financing. (ia) From the date of this Agreement until Prior to the Closing, subject to Section 6.4(d)(ii), the Company shall, and Company Subsidiaries shall cause its Representatives to, at the Parent’s expense, use their reasonable best efforts to provide customary all cooperation reasonably requested in writing by Parent and Buyer in connection with obtaining Parent and/or Buyer arranging debt financing in connection with the consummation of transactions contemplated by this Agreement, which debt financing may be incurred before or following the Mergers Closing (collectively, the “Debt Financing”), including all cooperation reasonably requested to enable Parent, Buyer and their Representatives to prepare financial statements, including pro forma financial statements, in compliance with applicable SEC requirements for use in a registered or unregistered offering of debt securities in connection with such Debt Financing and to enable accountants of Parent and/or the following Company to audit or review such financial statements, including, if requested by Parent, using reasonable best efforts to (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1x) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of provide a customary representation letters) and similar documents letter in such form as is reasonably required by accountants of Parent and/or the Company, as applicable, with such facts and assumptions as reasonably determined by such accountants in order to make such certificate accurate, signed by the individual(s) responsible for the Company’s financial reporting, as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants in order to enable an independent public accountant to render an opinion on such financial statements, (y) cause the auditor of the Company’s financial statements to provide its consent to the inclusion of such report, without exception or qualification, with respect to the Audited Financial Statements in any offering document of the Parent or Buyer or any report of the Parent or Buyer filed with the SEC, and (z) to provide to Parent and its underwriters, or the equivalent in an unregistered offering of securities, appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards and to participate in due diligence sessions customarily conducted in connection with the Debt Financing;provision of comfort letters. In furtherance of the foregoing, the Company shall use its reasonable best efforts to provide to Parent and Buyer the Company’s unaudited consolidated balance sheet as of September 30, 2017, and the related statements of income or operations for the three- and nine-month periods ended September 30, 2017 as soon as reasonably practicable following the end of the Company’s third quarter of 2017 period but in no event later than October 30, 2017. (2b) assisting with For the preparation avoidance of any customary pledge and security documentsdoubt, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by nothing herein shall require the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and Company Subsidiaries to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements waive or pro forma adjustments related to the Debt Financing or the Transactions, (B) amend any description terms of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them pay or agree to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment fees or other fee, reimburse any expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing contemplated by Section 5.12, (B) enter into any definitive agreement, document or instrument with respect to the Debt Financing contemplated by Section 5.12, (C) give any indemnities with respect to the Debt Financing contemplated by Section 5.12 that are effective prior to the Closing Date; Effective Time, (4D) take any action with respect to the Debt Financing contemplated by Section 5.12 that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business of the Company or the Company Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries, (E) provide any information the disclosure of which is prohibited or restricted under applicable Laws or is legally privileged (provided, further, that would result the Parties agree to collaborate in good faith to make alternative arrangements to allow for such access or disclosure in a breach of any Contract, manner that does not result in a violation of Law or loss of privilege), or (F) take any action that will conflict with or violate its organizational documents or any applicable Laws or would result in a violation of organizational documents or breach of, or default under, any Contract to which the Company or any of the CompanyCompany Subsidiaries is a party. Notwithstanding any other provision of this Agreement, its nothing in this Agreement will require (A) any officer or Representative of the Company or any of the Company Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; to (5x) authorize, execute or deliver any definitive documentation agreement, certificate, document, instrument or certificates opinion in connection with the Debt Financing that would be effective prior to the Closing Date Effective Time, or (y) take any other action pursuant to Section 5.12(a) that could reasonably be expected to result in personal liability to such officer or Representative or that are not conditioned upon Closing; would be effective prior to the Effective Time, or (6B) be responsible for the preparation members of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity Board as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates date hereof to authorize or approve the Debt FinancingFinancing or any alternative financing or Contracts related thereto. (iiic) Parent willAll non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, promptly except that Parent, Buyer and Merger Sub will be permitted to disclose such information to any Debt Financing sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial 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 (i) agree to be bound by the Confidentiality Agreement as if parties thereto, or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (d) If this Agreement is terminated, upon request by the Company, Parent and Buyer shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse the Company and the Company Subsidiaries for all out-of-pocket costs and expenses (including legal fees and expenses) incurred by the Company, its Company and/or any of the Company Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant providing the cooperation contemplated by Section 5.12(a) to this Section 6.4(d). Parent acknowledges and agrees that none the extent such expenses were in excess of the Company, its expenses the Company and the Company Subsidiaries would have incurred in the absence of the cooperation obligations in Section 5.12(a). (e) Parent and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will Buyer shall indemnify and hold harmless the Company, its Subsidiaries Company and their respective Affiliatesthe Company Subsidiaries, and each of their respective Representatives, from and against any and all losses, damages, liabilities, claims, costsinterest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and fines amounts paid in settlement suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing Financing, including providing the support and cooperation contemplated by Section 5.12(a) and any information utilized in connection therewith, therewith (other than incurred written information provided by or on behalf of the Company, the Company Subsidiaries or any of their respective Representatives for use in connection with the Debt Financing). (f) Parent, Buyer and Merger Sub each acknowledge and agree that (i) the obtaining of (or failure to obtain) the Debt Financing or any other financing is not a condition to the Closing; (ii) the consummation of the transactions contemplated by this Agreement shall not be delayed or postponed as a result of such parties’ gross negligencethe obtaining of (or failure to obtain) the Debt Financing, willful misconduct and (iii) it shall continue to be obligated to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing or intentional fraud. The obligations any other financing. (g) Any breach of Parent in this Section 6.4(d5.12 shall be deemed excluded for purposes of determining whether the conditions set forth in either Section 6.2(b) shall survive the or Section 6.3(b) have been satisfied, for purposes of termination under Section 7.1(d), and for purposes of this Agreementany indemnification pursuant to Section 8.2.

Debt Financing. (i) From the date of this Agreement until the Closing, subject Parent shall use its commercially reasonable efforts to Section 6.4(d)(ii), the Company shallpromptly provide, and shall cause the Purchased Companies and its and their respective Representatives to, at the Parent’s expense, to use their respectively commercially reasonable best efforts to provide customary cooperation promptly provide, such assistance with Purchaser’s (or its Affiliates’) obtaining debt financing as is reasonably requested by Purchaser; provided that (a) neither Parent nor any of its Affiliates will be required to pay any fee or incur any Liability in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinsuch financing, (ib) to the extent requested in writing no less than ten (10) Business Days prior to the Closing DatePurchaser shall promptly, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified upon request by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by reimburse Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all reasonable and document out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Parent or any of the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, Purchased Companies in connection with their respective obligations the cooperation contemplated by this Section 5.16, (c) any cooperation required pursuant to this Section 6.4(d5.16 will be conducted in a manner as to not unreasonably interfere with the Business or operations of Parent or any of its Affiliates (including the Purchased Companies). , (d) Parent acknowledges will not be required to disclose or permit to disclose any information if such disclosure would, or take any action if such action would, in the reasonable discretion of Parent, violate or breach any Law, Organizational Documents or the provisions of any Contract to which Parent or any of its Affiliates is bound or jeopardize any attorney-client or other legal privilege, and agrees that none (e) Parent will not be required to approach any landlord, consignee, customs broker, or other similar third party prior to the Closing to discuss landlord waivers, collateral access agreements or other similar agreements or to consent to the pre-filing of UCC-1s or the grant of Encumbrances on any of the Company, its Subsidiaries and their respective Affiliates shall, Assets of the Business prior to the Closing. Notwithstanding the foregoing, incur any liability except in the case of a willful breach by Parent, the failure by Parent to any Person under any Debt Financing and that Parent will indemnify and hold harmless comply, or cause the Company, Purchased Companies or its Subsidiaries and or their respective Affiliatesrepresentatives to comply, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent terms set forth in this Section 6.4(d) 5.16 shall survive not constitute a basis for Purchaser to refuse to consummate the termination of this AgreementClosing.

Debt Financing. (ia) From the date of this Agreement until the Closing, subject Subject to Section 6.4(d)(ii6.7(d), the Company shallNewCo and AT&T shall each use reasonable best efforts, respectively, and shall cause its Representatives totheir respective Representatives, at the Parent’s expense, Affiliates and Subsidiaries to use reasonable best efforts (including, without limitation, in the case of AT&T, to provide customary cooperation reasonably requested by Parent cause NewCo and NewCo Borrower to use reasonable best efforts), in connection with obtaining debt financing in connection close consultation with the consummation Investor, to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter (subject to the “flex” provisions in the Fee Letter), and, in lieu of all or a portion of the Mergers bridge loan facility set forth in the Debt Commitment Letter, to issue senior secured notes in syndication, in each case, as set forth in the Debt Commitment Letter as promptly as practical taking into account the anticipated timing of the Closing (collectivelyincluding, without limitation, using reasonable best efforts, as applicable, to satisfy on a timely basis the conditions set forth on Exhibit D to the Debt Commitment Letter that are within its control, including using reasonable best efforts to (i) prepare and deliver, or cause to be prepared and delivered, the “Required Financial Statements (as defined in the Debt Financing”Commitment Letter), including (ii) prepare and deliver the following Offering Document (it being understood and agreed that as defined in no event shall any party be the Debt Commitment Letter) in the form required to take any action in respect of the following be delivered pursuant to Exhibit D to the extent that doing so would be commercially unreasonable): Debt Commitment Letter and (1iii) assisting with the preparation facilitate NewCo’s independent auditor’s delivery of consents and customary materials for rating agency presentations, offering documents, bank information memoranda “comfort letters” (including the delivery of customary representation lettersas to negative assurances) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge ). Investor shall use its reasonable best efforts to assist AT&T and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent NewCo to be effective only at the Closing arrange and only to the extent required by obtain the Debt Financing;. (3b) facilitating the pledging Each of collateral AT&T and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, NewCo shall (i) keep the Investor informed on a current basis and in reasonable detail of the status of its efforts to arrange the extent requested in writing no less than ten (10) Business Days prior to Debt Financing and provide copies of the Closing Date, furnishing to the potential debt financing sources material definitive agreements for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial consult with the Investor on any lender presentations, offering memorandum, term sheets and Definitive Financing Agreements. Each of AT&T, NewCo and the Investor shall give the other pertinent information available Parties prompt notice if any Party becomes aware (w) that the Debt Commitment Letter ceases to the Company be in full force and effect regarding the Company as may be reasonably requested legal, valid, binding and enforceable obligations of NewCo or of the other parties thereto, (x) of any breach or default by Parent solely any party to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing any of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions Commitment Letter or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar definitive agreements related to the Debt Financing, subject to exceptions customary for such financings(y) of the receipt of (A) any written notice or (B) other written communication, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents each case from any Debt Financing Source with respect to (1) any actual or threatened breach, default, termination or repudiation by any party to the placement, arrangement Debt Commitment Letter or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments definitive agreements related to the Debt Financing or (2) material dispute or disagreement between or among any parties to any of the TransactionsDebt Commitment Letter or definitive agreements related to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and (Bz) if at any description of time for any reason any Party believes in good faith that NewCo’s ability to obtain all or any component portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter or definitive agreements related to the Debt Financing has been, or will be, materially and adversely impacted. (c) Any right that may be exercised by both AT&T and the Investor under the Debt Commitment Letter shall be exercised by the two parties jointly, including the designation of “Disqualified Institutions” thereunder. (d) AT&T and the Investor shall jointly agree on when to consummate the Debt Financing and no Debt Financing shall be issued without the consent of each of AT&T and the Investor, which in each case shall not be unreasonably withheld, conditioned or delayed. In determining when to consummate the Debt Financing, including any such description AT&T and the Investor will consider the terms set forth in the Debt Commitment Letter to be included obtained in liquidity syndication at such time and capital resources disclosure or any “description of notes”the pricing, fees, escrow costs (Cif any) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) financing costs. Notwithstanding the foregoing, after the Inside Date, upon satisfaction of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing all conditions set forth in Article VII (other than those conditions that by their nature are to not be satisfied at the Closing and the condition in Section 7.1(c)), NewCo Borrower may, without the consent of AT&T or to otherwise cause a breach ofthe Investor, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with consummate the Debt Financing prior pursuant to the Closing Date;Debt Commitment Letter on the terms set forth therein (including any “flex” provision thereof). (4e) take any action that would result in a breach of any Contract, result in a violation of Law All material non-public information provided by AT&T or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates Investor or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors Subsidiaries or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations Representatives pursuant to this Section 6.4(d). Parent acknowledges 6.7 shall be kept confidential in accordance with the Confidentiality Agreement and agrees the NewCo Operating Agreement, as applicable, except that none the Parties shall be permitted to disclose such information upon mutual agreement of the Company, its Subsidiaries and their respective Affiliates shall, prior Parties to the Closingdebt financing sources and other potential sources of capital, incur rating agencies and prospective lenders (but not prospective investors in any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any debt securities offering) during syndication of them arising in whole or in part in connection with such cooperation, the Debt Financing subject to the potential sources of capital, ratings agencies and any prospective lenders and investors entering into customary confidentiality undertakings with respect to such information utilized (including through a notice and undertaking in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent form customarily used in this Section 6.4(d) shall survive the termination of this Agreementconfidential information memoranda for senior credit facilities).

Debt Financing. (ia) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company Buyer shall, and shall cause its Representatives Affiliates to, use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary proper or advisable, to arrange, obtain and consummate the UMB Financing on the terms and conditions described in the Financing Letter as promptly as practicable after the date hereof, including using commercially reasonable efforts to: (i) enter into definitive agreements with respect to the UMB Financing; (ii) satisfy (or obtain a waiver) on a timely basis of all conditions in such definitive agreements; (iii) consummate the UMB Financing contemplated by the Financing Letter at Closing or (B) obtain as promptly as possible alternative debt financing (the “Alternative Debt Financing”) in the amount necessary for Buyer to fund the Purchase Price, including using commercially reasonable efforts to (1) enter into definitive agreements with respect to the Alternative Debt Financing, (2) satisfy (or obtain a waiver) on a timely basis of all conditions in such definitive agreements and (3) consummate the Alternative Debt Financing at the Parent’s expenseClosing. (b) Prior to the Closing, Sellers shall use their commercially reasonable best efforts, and shall use their commercially reasonable efforts to cause their respective Affiliates, directors, officers, employees, representatives and advisors to, provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Financing as may be reasonably requested by Parent to be effective only at the Closing and only Buyer, in each case, to the extent required by within their control and at the Debt Financing; (3) facilitating sole cost of the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinBuyer, including: (i) furnishing Buyer and its lenders (each a “Debt Financing Source”), such information reasonably requested, to the extent requested in writing no less than ten (10) Business Days prior which Sellers have access, by any Debt Financing Source that is reasonably necessary to the Closing Date, furnishing to the potential debt financing sources prepare a customary information memorandum and other customary presentation materials for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing syndication of the Debt Financing; ; (6ii) making available appropriate senior officers cooperating with the Debt Financing Sources involved in the Debt Financing to participate with senior officers provide access to the Sellers’ assets, cash management and accounting systems; (iii) taking corporate actions, which may be conditioned on the occurrence of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required that are reasonably requested by Buyer in connection with the consummation of the Debt Financing, subject ; and (iv) otherwise reasonably cooperating in Buyer’s efforts to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to obtain the Debt Financing, subject to exceptions customary for such financings, and information relating . (c) Notwithstanding anything in this Agreement to the Company and its Subsidiariescontrary (including this Section 8.11(c)), as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement neither Sellers nor any of their Affiliates or syndication of loans representatives shall: (except that in no event shall the information described in this clause (10i) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, fee or reimburse any expenses or other costs or make any other payment or in connection with the Debt Financing; (ii) be required to incur any liability or give any indemnity in connection with the Debt Financing; (iii) be required to take any action that would require any director, officer or employee of Sellers or any of their Affiliates to execute, or be required to enter into, any document, agreement, certificate or instrument in connection with the Debt Financing prior except as may be effective at or after the Closing; (iv) be required to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would unreasonably interfere with the ongoing business or operation of Sellers or any of their Affiliates or representatives; (v) result in Sellers or any of their Affiliates incurring any liability with respect to the matters relating to the Debt Financing or cause any director, officer or employee of Sellers to incur any personal liability in connection with the Debt Financing; (vi) provide in connection with the Debt Financing any information the disclosure of which is prohibited or restricted under Law or is legally privileged; (vii) be effective required to take any organizational actions prior to the Closing Date or that are not conditioned upon Closing; to permit the consummation of the Debt Financing; and (6viii) neither Seller shall be required to provide, and Buyer shall be solely responsible for for, (A) the preparation of any pro forma financial information; or , including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro form financial information, or (7B) provide any legal opinionsolvency certificate or similar certification or representation. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors Buyer shall (A) promptly upon request by Sellers reimburse Sellers for all documented costs or officers, are required to take any action expenses incurred in the capacity as a member of the board of directors of the Company, its Subsidiaries good faith by Sellers in connection with such cooperation described in this Section 8.11 and (B) indemnify and hold harmless Sellers and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, representatives from and against any and all lossesliabilities, Losses, damages, liabilities, claims, costs, expenses, judgmentsinterest, awards, judgments and penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement of the Debt Financing and providing any of the information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 6.4(d) 8.10, as it applies to Sellers’ obligations under this Section 8.11, shall survive be deemed satisfied unless Sellers have breached in any material respect their respective obligations under this Section 8.11 and such breach has been the termination material cause of this Agreementthe Debt Financing not being obtained.

Debt Financing. (ia) (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closing, subject pursuant to Section 6.4(d)(ii)8.1, the Company shall, and Seller shall cause its Representatives tothe Company, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; , (2x) assisting to or to cause its Representatives, including legal and accounting representatives, to prepare and furnish to Purchaser the Required Information, and (y) to use commercially reasonable efforts to (i) cooperate with the marketing efforts for any portion of the Debt Financing, including by causing members of management and using commercially reasonable efforts to cause other Representatives of the Company and the Company Subsidiaries with appropriate seniority and expertise to participate in a reasonable number of meetings (including one-on-one meetings or conference calls with the Financing Sources, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies and other syndication activities, all at mutually agreed times and upon reasonable advance notice; (ii) reasonably assist in the preparation of (A) materials for rating agency presentations and (B) any customary pledge and security offering documents, definitive financing documentssyndication documents and materials, closing certificates or including lender and investor presentations, rating and bank books, information memoranda (confidential and public), private placement memoranda, offering memoranda, registration statements, prospectuses and other similar documents (collectively, the “Offering Documentation”), in each case, to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter all at mutually agreed times and upon reasonable advance notice; (iii) request that the Company’s independent accountants provide any necessary customary consents to use their audit reports relating to the Company and the Company Subsidiaries in any Offering Documentation and any customary comfort letters, as may be reasonably requested by Parent to be effective only at Purchaser in connection with any offering of debt securities constituting a portion of the Closing and only Debt Financing; (iv) provide customary authorization letters, to the extent required contemplated by the Debt Financing; (3) facilitating Commitment Letter, authorizing the pledging distribution of collateral information relating to the Company and the delivery of insurance certificates Company Subsidiaries to any Financing Source and containing a customary representation to the extent Financing Sources as to such information relating to the Company and the Company Subsidiaries; (v) furnish Purchaser and any Financing Source reasonably promptly all documentation and other information regarding the Company and the Company Subsidiaries required by any Governmental Entity with respect to the Debt Financing; (4) subject to receipt by Financing under applicable “know your customer”, beneficial ownership and anti-money laundering and anti-terrorist financing rules and regulations, including the Company USA PATRIOT Act of a Joinder to the Confidentiality Agreement 2001, in the form prescribed therein, (i) to the extent each case as shall have been reasonably requested in writing no less than by Purchaser at least ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities Date and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate by the Debt Financing; Commitment Letter; (5vi) requesting its independent accountants to provide financial information regarding the Company customarily included in offering memoranda for private placements or registered offerings of debt securities of Purchaser of the type contemplated by the Debt Commitment Letter as in effect as of the date hereof and cooperate with the Financing Sources’ requests for customary due diligence materials as are reasonably available to it and assist in preparing customary are reasonably requested by Purchaser; and appropriate information packages (vii) ensure that Purchaser benefits from the existing lending relationships of the Company and offering materials the Company Subsidiaries; provided that any such requested assistance to be provided pursuant to this Section 5.16 does not unreasonably interfere with the operations of the Company and the Company Subsidiaries. Seller hereby consents (including customary comfort lettersand shall cause the Company to consent) to the extent required use of the Company’s logos in connection with the marketing Debt Financing in a form and manner mutually agreed in advance with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or the reputation or goodwill of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers Company or any of Parentits products, on reasonable advance noticeservices, to participate in a reasonable number offerings or intellectual property rights. Notwithstanding the provisions of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required 5.16, nothing in connection with this Agreement shall require Seller or the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate Company or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(dCompany Subsidiaries or any of their respective Representatives to (1) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; provide (9x) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, any financial statements and financial data of the type and form customarily included in an offering memorandum information with respect to a private placement pursuant to Rule 144A promulgated any fiscal quarter for which financial statements are not required under the Securities Act for financings similar to the Debt Financingdefinition of Required Information, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10y) be deemed to include or shall the Company otherwise be required to provide: (A) any pro forma financial statements or pro forma adjustments related information, or (z) prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice, (2) enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, (3) pass resolutions or consents to approve or authorize the execution of the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets Persons who are officers or directors of Seller, the Company or any of the CompanyCompany Subsidiaries to do so, its Subsidiaries and their respective Affiliates prior (4) agree to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment similar fee or incur any other expense, liability or obligation in connection with the Debt Financing prior to Closing or have any obligation of the Closing Date; Company or any of the Company Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (45) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (6) provide access to or disclose information that the Seller, the Company or any of the Company Subsidiaries determines would jeopardize any attorney-client privilege of any of them or (7) take any action that would result in a breach of any Contract, result in a violation of Law reasonably be expected to conflict with or result in a violation of organizational documents of the Companyviolate this Agreement, its Subsidiaries and their respective Affiliates Organizational Documents or impose any liability on applicable Laws. Nothing contained in this Section 5.16(a) or otherwise shall require the CompanyCompany or any of its Subsidiaries, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date Closing, to be an issuer or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required other obligor with respect to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. . Purchaser shall (iiii) Parent will, promptly upon request by the Company, reimburse the Seller, the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable legal fees) incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, them in connection with their respective obligations pursuant to the cooperation or assistance contemplated by this Section 6.4(d). Parent acknowledges 5.16 and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will (ii) indemnify and hold harmless the Seller, the Company, its the Company Subsidiaries and their respective Affiliatesdirectors, officers, employees, Affiliates and its and their respective Representatives, from and against any and all liabilities, losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines costs or expenses suffered or incurred by them in connection with the arrangement of the Debt Financing, any information used in connection therewith and the performance of them arising their respective obligations under this Section 5.16. For the avoidance of doubt, the Parties acknowledge and agree that the provisions contained in whole this Section 5.16(a), represent the sole obligation of the Seller, Holdco, the Company, the Company Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Purchaser with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. (b) Purchaser shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Required Amount on or prior to the date upon which the Sale is required to be consummated pursuant to the terms hereof. In furtherance and not in part limitation of the foregoing, Purchaser shall take or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions as described in the Debt Commitment Letter, including by (i) negotiating, executing and delivering definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter (the “Definitive Debt Financing Agreements”), (ii) satisfying on a timely basis (or obtaining waiver of) all conditions applicable to Purchaser to obtain such Financing as set forth in the Debt Commitment Letter, (iii) until the funding of the Debt Financing at or prior to the Closing, maintaining in full force and effect the Debt Commitment Letter, (iv) complying with its obligations and enforcing its rights under the Debt Commitment Letter and Definitive Debt Financing Agreements in a timely and diligent manner and (v) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummating the Debt Financing at or prior to the date that the Closing is required to be effected pursuant to Section 2.3; provided that to the extent that Purchaser obtains funds at or prior to Closing (and Purchaser applies such funds at Closing to the payment of the Required Amount) from the issuance of unsecured bonds as contemplated by the Debt Commitment Letter, Purchaser will not be required to fund the corresponding amount of Debt Financing at Closing. (c) Purchaser will not permit any amendment, supplement, modification or replacement to be made to, or permit any assignment of, or agree to permit any waiver of any provision or remedy under, the Debt Commitment Letter or the Definitive Debt Financing Agreements without the Company’s prior written consent, except that Purchaser may amend, supplement, modify or replace the Debt Commitment Letter or the Definitive Debt Financing Agreements (including by joining one or more additional lenders or agents as parties thereto, or by reallocating commitments or reassigning titles or roles to, or between or among, any entities party thereto (including replacement of a lender)) if such amendment, supplement, modification or replacement: (i) could not (A) reasonably be expected to prevent, impede or delay the consummation of the Sale or the Debt Financing, (B) adversely affect the ability of Purchaser to satisfy the conditions precedent to the funding of the Debt Financing or (C) reduce the aggregate amount of the Debt Financing; (ii) does not add new (or adversely modify any existing) conditions to the consummation of all or any portion of the Debt Financing and (ii) does not adversely impact the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or any Definitive Debt Financing Agreement. Purchaser will promptly provide Seller with copies of any such amendment, supplement, modification or replacement. Purchaser will not terminate the Debt Commitment Letter or any Definitive Debt Financing Agreement other than in connection with a replacement thereof that complies with the first sentence of this clause (c). (d) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, regardless of the reason therefor, and such portion is reasonably necessary to fund the Required Amount, Purchaser will as promptly as reasonably practicable notify the Company of such unavailability and use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, substitute financing that does not include any conditions to the consummation of such substitute financing that are more onerous than the conditions set forth in the Debt Commitment Letter as in effect as of the date hereof and in an amount sufficient, when added to the portion of the Debt Financing that is available, to fund the Required Amount (“Substitute Financing”). In the event any Substitute Financing is obtained in accordance with this Section 5.16(d), references in this Agreement to the Debt Financing will be deemed to refer to such Substitute Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such cooperationSubstitute Financing (such commitment letters, the “Substitute Commitment Letters”), references in this Agreement to the Debt Commitment Letter will be deemed to refer to the Substitute Commitment Letters (in lieu of the Debt Commitment Letter replaced thereby), and all obligations of Purchaser pursuant to this Section 5.16(d) will be applicable thereto to the same extent as Purchaser’s obligations with respect to the Debt Financing replaced thereby. Purchaser will deliver to the Company complete and accurate copies of any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive Substitute Commitment Letters and definitive agreements with respect to the termination of this AgreementSubstitute Financing promptly upon the execution thereof.

Debt Financing. (ia) From the date of this Agreement hereof until the Closing, subject to Section 6.4(d)(ii)Effective Time, the Company shall, and shall cause use its Representatives to, at the Parent’s expense, use reasonable best efforts to cause each of their respective officers, directors, employees and representatives to, provide customary such cooperation as is reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood A) causing appropriate officers and agreed that employees to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (1B) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda business projections and financial statements (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent those required by the Debt Financing; SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar documents, (3C) facilitating the pledging of collateral requesting its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to prepare and the delivery of insurance certificates use their audit reports relating to the extent required by the Debt Financing; Company and any necessary "comfort letters," (4D) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinforming, (i) to the extent requested in writing no less than ten (10) Business Days on or prior to the Closing Date, furnishing new wholly owned subsidiaries, and transferring assets into those subsidiaries, to the potential debt financing sources extent not prohibited by law or any contracts to which the Company is a party or is bound (provided that in the event a contract prohibits such transfer and the transfer cannot otherwise be structured in a manner to avoid conflict with the terms of such contract, the Company agrees to use reasonable efforts to obtain consents necessary to effectuate such transfers), and (E) provide reasonable access to the Owned Real Property, in accordance with SECTION 4.2, during normal business hours to the extent necessary for the Debt Financing (the “Financing Sources”) identified by ParentParent to obtain surveys, as promptly as practicableengineering reports, any “know your customer” information zoning reports, environmental reports and appraisals required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available Commitments with respect to the Owned Real Property. Parent shall pay to the Company regarding any costs or expenses incurred by the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing;foregoing. (6b) making available appropriate senior officers to participate with senior officers of ParentNotwithstanding the foregoing or SECTION 4.4 or 5.3(C), on reasonable advance noticethe parties acknowledge and agree that nothing in this Agreement shall (i) require the Company, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement Stockholders or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective officers, directors or officersAffiliates to (x) enter into or execute any commitment letter, are required to underwriting or placement agreement, pledge or security document, loan agreement, note purchase agreement, registration rights agreement, indenture or any other Contract, or any registration statement or other filing with the SEC, or any certificate or other document in connection with any financing or other funds sought by Parent, (y) commence or take any other action in the capacity as a member with respect to any tender offer for, or any consent with respect to, or any repayment of, or amendment or modification to, any debt securities or other indebtedness of the board of directors Company (other than ministerial actions, including facilitating access to the trustee with respect to, or providing a list of the Companyholders of, its Subsidiaries and their respective Affiliates any such debt securities), or (z) obtain any rating agency confirmations or approvals, (ii) require counsel to authorize the Company or approve the Debt Financing. Stockholders to deliver any legal opinion in connection with any financing or funds sought by Parent, or (iii) Parent will, promptly upon request by the Company, reimburse require the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none or any of the CompanyStockholders, its Subsidiaries and their respective Affiliates shallor any officer, prior director, employee, counsel or advisor thereof, to the Closingmake any representation or warranty, incur any liability to or provide for any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered indemnification or incurred by any of them arising in whole or in part expense reimbursement in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct financing or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreementfunds sought by Parent.

Debt Financing. (i) From Parent has delivered to the Company: (A) a true, correct and complete and fully executed copy of the DNB Credit Facility which is entered into as of the date hereof; (B) a true, correct and complete and fully executed copy of this Agreement until the Closingdebt commitment letter, dated as of October 5, 2017 by and among Parent, Bank of Montreal and BMO Capital Markets Corp. (collectively with its Affiliates, including Bank of Montreal, and its and its Affiliates’ officers, directors, employees, advisors, attorneys, controlling persons, agents and representatives and each of their respective successors and assigns, the “Financing Source”) (including all exhibits, schedules and annexes, as amended, restated, supplemented, replaced or modified, the “Debt Commitment Letters”) providing debt financing upon the terms and subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers conditions therein (collectively, the “Debt Financing”). For the purposes of this Agreement, the term “Financing Source” shall also include DNB Bank ASA, the lender under the DNB Credit Facility and the term “Debt Financing” shall also include the debt financing provided by DNB Bank ASA under the DNB Credit Facility; and (C) all fee letters related thereto (as redacted in a customary manner to remove only the fee amounts), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the following date of this Agreement (it being understood together with the Debt Commitment Letter, the “Debt Letters”). Assuming the Financing Sources provide the Debt Financing under the terms and agreed that conditions of the Debt Commitment Letters, Parent has, or will have as of the Effective Time, available funds sufficient to pay the aggregate Merger Consideration, the aggregate Option Consideration, any repayment or refinancing of debt contemplated in no event shall any party be the DNB Credit Facility and the Debt Letters, all other amounts payable by Parent and Merger Sub under this Agreement, the DNB Credit Facility and the Debt Letters and the fees and expenses required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent paid in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing Neither the DNB Credit Facility nor any Debt Letter has been amended, restated, supplemented, terminated, replaced or otherwise modified as of the date of this Agreement and, except as permitted by Section 4.06 or as otherwise agreed to in this Section 6.4(d) requires writing by the Company, its Subsidiaries as of the Closing Date, and their respective Affiliates to: (1) provide no such amendment, restatement, supplement, termination, replacement or modification is presently contemplated. The DNB Facility, the Debt Commitment Letters and the commitments set forth therein have not been withdrawn, modified or rescinded in any assistance respect. The DNB Credit Facility and the Debt Commitment Letters, in the form so delivered to the extent it would interfere with Company on the date of this Agreement, are in full force and effect and constitute a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or disrupt at law). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the ongoing business or operations financing of the CompanyTransactions, its Subsidiaries and their respective Affiliates or cause any condition to the Closing other than as set forth in Article VII the DNB Facility or the Debt Letters. Parent or Merger Sub has fully paid or caused to not be satisfied or to otherwise cause a breach of, or require fully paid any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any all commitment fees or other fee, expenses or other costs or make any other payment or incur any liability fees required to be paid in connection with the DNB Credit Facility and Debt Financing Letters that are payable on or prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financingdate hereof. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent the Financing Sources to fund the commitments under the DNB Credit Facility and the Debt Commitment Letters are not subject to any conditions other than as expressly set forth in this Section 6.4(d) shall survive the termination DNB Credit Facility and the Debt Commitment Letters. As of the date of this Agreement, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under either the DNB Credit Facility or the Debt Letters by Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto. Parent has no knowledge of any facts or circumstances that are reasonably likely to result in (A) any of the conditions set forth in the DNB Credit Facility or the Debt Commitment Letters not being satisfied or (B) the funding contemplated in the DNB Credit Facility or the Debt Commitment Letters is being made available to Parent on a timely basis in order to consummate the Transactions.

Debt Financing. The Company shall use (iand cause its applicable Company Subsidiaries to use) From commercially reasonable efforts to cause the lenders party to the Credit Agreement (the “Financing Source”) and applicable Company Subsidiaries to enter into the Credit Agreement Amendment as promptly as possible following the date hereof, permitting the change of control with respect to the Company contemplated by this Agreement and certain other matters. Subject to the terms and conditions of this Agreement until the ClosingAgreement, subject to Section 6.4(d)(ii)each of Parent, Sub and the Company shall, and shall cause its Representatives to, at the Parent’s expense, use commercially reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with continue the consummation Debt Financing on the terms (or on terms not materially less favorable to each of Parent, Sub and the Mergers (collectively, the “Debt Financing”), including the following (it being understood Company and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation lettersits Subsidiaries) and similar documents reasonably required by Parent conditions described in connection with the Debt Financing; (2) assisting with the preparation Schedule 5.14(a). Each of any customary pledge and security documentsParent, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral Sub and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, shall use commercially reasonable efforts (i) to the extent requested in writing no less than ten (10) Business Days prior negotiate and enter into definitive agreements with respect to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by with the Financing Sources or Source and (ii) such financial and other pertinent information available to satisfy on a timely basis all conditions to the Company regarding Credit Agreement Amendment, including using commercially reasonable efforts to cause the Company as may be reasonably requested by Parent solely to the extent required Financing Source to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, Credit Agreement Amendment at Closing. The Company shall allow Parent to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation negotiation of the Debt Financing and shall use commercially reasonable efforts to permit keep Parent reasonably informed on a current basis and in reasonable detail of the proceeds thereof status of its efforts to be made arrange the Debt Financing and provide to Parent copies of the material definitive agreements for the Debt Financing and such other information and documentation available to Parent at them as shall be reasonably requested by the Closing; (9) delivering customary authorization and representation letters (including regarding Company for purposes of monitoring the absence of material non-public information); and (10) furnishing information, financial statements and financial data progress of the type financing activities and form customarily included assisting in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to negotiation thereof. Without limiting the Debt Financinggenerality of the foregoing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: Subsidiaries shall give Parent prompt notice (A) pro forma financial statements of any breach or pro forma adjustments default of any material provisions by any party to definitive agreements related to the Debt Financing of which the Company or the TransactionsCompany Subsidiaries become aware, (B) of the receipt of (1) any description of written notice or (2) other written communication, in each case from the Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to the definitive agreements related to the Debt Financing and (C) if at any time for any reason the Company believes in good faith that it will not be able to continue all or any component portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the definitive agreements related to the Debt Financing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date Parent delivers to the Company a written request, the Company and the Company Subsidiaries shall provide any information reasonably requested by Parent relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable, Parent and the Company shall use commercially reasonable efforts to arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to consummate the Transactions as promptly as reasonably practicable following the occurrence of such event, and on terms reasonably comparable to the Debt Financing. The Company shall deliver to Parent true and complete copies of all Contracts or other arrangements (including fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination For purposes of this Agreement, references to “Debt Financing” shall include the alternate financing as permitted by this Section 5.14.

Debt Financing. (ia) From For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, each Buyer Party acknowledges and agrees that its obligations to consummate the Transactions on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of any Debt Financing or receipt of the proceeds therefrom. Furthermore, notwithstanding anything herein to the contrary, in no event will the Seller Representative’s, any Equityholder’s or the Company’s cooperation (or failure to cooperate) to effectuate any Debt Financing be asserted as a failure to comply with or satisfy the condition in Section ‎8.1(e). (b) Prior to the date of this Agreement until on which the Closing, subject Closing is expected to Section 6.4(d)(ii)commence, the Company shallshall use commercially reasonable efforts to, and shall to cause its Representatives directors, officers, employees and other representatives to use commercially reasonable efforts to, at the Parent’s expense, use reasonable best efforts to provide customary cooperation reasonably requested by Parent such assistance in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “any Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Financing as may be reasonably requested by Parent B▇▇▇▇, in each case, at B▇▇▇▇’s sole expense. Without limiting the generality of the foregoing, such assistance shall include using commercially reasonable efforts to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) furnish, or cause to be furnished, to Buyer and any of its Financing Sources the extent requested Financial Statements and such other customary and reasonably available financial and other information regarding the Company reasonably promptly following the reasonable request therefor by Buyer and (ii) provide reasonable assistance to Buyer in writing no less than ten (10) Business Days prior to the Closing Dateits preparation of confidential information memoranda, furnishing to the potential debt financing sources lender presentations and similar documents customary for the any Debt Financing (the “Financing Sources”) identified by Parentwhich, as promptly as practicablewhere customary, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available shall contain customary exculpatory language reasonably satisfactory to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (Company), including customary comfort letters) to representation and authorization letters with respect thereto; provided that, notwithstanding the extent required foregoing, nothing in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d‎7.4(b) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: require (A) pro forma the Company to provide (I) any audited financial statements or pro forma adjustments financial information, (II) “segment reporting” or other financial information otherwise required by Sections 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X or (III) CD&A and other information required by Item 402 of Regulation S-K and information regarding executive compensation and related party disclosure related to the Debt Financing or the TransactionsSEC Release Nos. 33-8732A, 34-54302A and IC-27444A, (B) any description of all the Company or any component of the its directors, officers, employees or other representatives to pay (or agree to pay) any commitment or other fee, pay any expense, provide any indemnities or incur any potential or actual liability or enter into any agreement in connection with any Debt Financing, including any such description to be included in liquidity and capital resources disclosure respect of the Financial Statements or any “description other financial or other information provided pursuant to this Section ‎7.4(b) or obtained in accordance with the last sentence of notes”Section ‎5.3, (C) projectionsexcept with respect to customary representation and authorization letters, risk factors any directors, officers, employees or other forward-looking statements relating representatives of the Company to all execute or deliver any component of document or instrument in connection with the Debt Financing, (D) subsidiary financial statements the Company or any of its directors, officers, employees or other information representatives to take any action that would or would reasonably be expected to unreasonably interfere with the operation of the type required by Rule 3-09Company’s business, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with Company or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them its directors, officers, employees or other representatives to disclose any information that is legally privileged (provided that the Company shall use commercially reasonable efforts to provide such information in a manner that would not jeopardize such privilege), (F) the Company or any of its directors, officers, employees or other representatives to take any actions action that would or could reasonably be expected to conflict with, or result in any violation of or default under, any Contract, Law or any organizational documents of the Company or this Agreement, (G) the Company or any of its directors, officers, employees or other representatives to take any action that would or could reasonably be expected to violate any applicable confidentiality obligation of the Company (provided that the Company shall use commercially reasonable efforts to provide such information in a manner that would not violate such obligations) or (H) any directors, officers, employees or other representatives of the Company to take any action that could reasonably be expected to violateresult in personal liability to such director, in officer, employee or other representative; provided, that, notwithstanding anything to the opinion contrary contained herein, no action of the Company, applicable Law; (2Company pursuant to or in accordance with this Section ‎7.4(b) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior shall be deemed to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in be a breach of any Contract, result in a violation of Law or result in a violation of organizational documents obligation of the CompanyCompany or the Equityholders hereunder. The Company hereby consents to the use of the trademark, trade names and logos of the Company by Buyer and any of its Subsidiaries and their respective Affiliates or impose any liability on the CompanyFinancing Sources, its Subsidiaries and their respective Affiliates; (5) authorizein each case, execute or deliver any definitive documentation or certificates only as reasonably required in connection with any Debt Financing; provided that Buyer shall ensure that such trademark, trade names and logos are used by the Debt Financing above permitted parties solely in a manner that would be effective is not intended, or that is not reasonably likely, to harm, disparage or otherwise adversely affect the Company or the Company’s reputation or goodwill or to violate in any manner any contractual obligations of the Company existing as of the date hereof, to the extent such contractual obligations have been provided to or are known to Buyer prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financingdate hereof. (iiic) Parent willBuyer shall, promptly upon request by the Company, reimburse the Company or its representatives, as applicable, for all reasonably documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company, Company or its Subsidiaries and their respective Affiliates, and their respective Representatives, representatives in connection with their respective obligations pursuant to this Section 6.4(d)‎7.4. Parent acknowledges Buyer and agrees that none of the Company, its Subsidiaries and their respective Affiliates Merger Sub shall, prior to the Closingon a joint and several basis, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Affiliates, and their respective Representatives, representatives from and against any and all Liabilities, losses, damages, liabilitiesclaims, costs, expenses (including reasonable attorneys’ fees and expenses), interest, awards, judgments and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing, whether the Debt Financing or any other financing, or other securities offering of Buyer or its Affiliates or any information, assistance or activities provided in connection therewith or otherwise in connection with the performance of the obligations of the Company under this Section ‎7.4, except to the extent such Liabilities, losses, damages, claims, costs, expenses, judgmentsinterest, awards, judgments and penalties and fines suffered amounts paid in settlement have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementCompany.

Debt Financing. (i) From the date of this Agreement until the Prior to Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expense, use its commercially reasonable best efforts to provide (or cause its Subsidiaries to provide), in each case at Parent’s sole cost and expense, such customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the offering, arrangement, syndication, consummation or issuance of any debt, equity or equity-linked financing deemed necessary or appropriate by Parent, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the Mergers Transactions, the Acquired Companies and the Real Properties effective as of or after the Closing, as reasonably requested in writing (email being sufficient) by Parent (collectively, the “Debt Financing”), including ; provided that the following (it being understood and agreed that Company shall in no event shall any party be required to take any action in respect of provide (or cause its Subsidiaries to provide) such assistance that shall unreasonably interfere with its or its Subsidiaries’ business operations. Such assistance shall include using commercially reasonable efforts to do the following to the extent that doing so would be commercially unreasonable):as promptly as reasonably practicable after ▇▇▇▇▇▇’s written request (email being sufficient), each of which with reasonable prior notice and at Parent’s sole cost and expense: (1) assisting make employees of the Company with appropriate seniority and expertise available to participate in a reasonable number of roadshows, due diligence sessions, drafting sessions, meetings (including one-on-one meetings or conference calls with providers of Debt Financing), rating agency presentations and other syndication activities and presentations with prospective lenders at reasonable times and locations mutually agreed; provided that any such meeting or communication may be conducted virtually by videoconference or other media; (2) provide reasonable and customary assistance to Parent with the preparation of customary offering documents, offering memoranda, syndication materials, information memoranda, lender presentations, materials for rating ratings agency presentations, offering documentsprivate placement memoranda, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably necessary in connection with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent reasonable and customary; in each case in this clause: (A) subject to customary confidentiality provisions and disclaimers, (B) as reasonably requested by ▇▇▇▇▇▇ and (C) limited to information to be contained therein with respect to the Acquired Companies or the Owned Real Property and Leased Real Property; (3) furnish Parent, reasonably promptly upon written request, with such historical and projected financial, statistical and other pertinent information relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary for Debt Financings and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business; (4) assist with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any customary guarantee, pledge and security documents (provided that any such documents or agreements and any obligations contained in such documents shall be effective no earlier than as of the Partnership Merger Effective Time); (5) provide to Parent upon written request all documentation and other information with respect to the Acquired Companies required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act in connection with the Debt Financing, in each case as reasonably requested by Parent; (6) cooperate in connection with the repayment or defeasance of any existing Indebtedness of the Acquired Companies as of, and subject to occurrence of, the Closing and the release of related Liens following the repayment in full of such Indebtedness, including using commercially reasonable efforts to deliver such customary payoff, defeasance or similar notices within the time periods contemplated under any existing loans of the Acquired Companies as are reasonably requested by Parent (provided that the Company shall not be required to deliver any notices that are not conditioned on, and subject to the occurrence of, the Closing); (7) cooperate with obtaining customary title insurance with respect to each material Real Property as reasonably requested by ▇▇▇▇▇▇; (8) provide reasonable and customary assistance with respect to attempting to obtain any third-party consents associated with the delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Debt Financing; (9) cause the Company’s independent auditors to deliver customary “comfort letters” and customary consents to the use of accountants’ audit reports in connection with the Debt Financing; (210) assisting provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (11) consent to the use of the Acquired Company’s logos in connection with the preparation Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Acquired Company’s reputation or goodwill; (12) reasonably cooperate with the marketing efforts of Parent and its Financing Sources for any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents Debt Financing to be raised by ▇▇▇▇▇▇ to complete the Transactions; (13) as may be reasonably requested by ▇▇▇▇▇▇, following the obtainment of the Required Company Stockholder Approval, form new direct or indirect wholly owned Subsidiaries of the Company pursuant to documentation reasonably satisfactory to Parent to be effective only at and the Closing and only to the extent required by the Debt FinancingCompany; (314) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely ▇▇▇▇▇▇, and no earlier than immediately prior to the extent required Partnership Merger Effective Time on the Closing Date, and provided such actions would not adversely affect the Tax status of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to consummate be subject to additional Taxes or otherwise suffer or incur any amounts that are not indemnified by Parent under Section 6.17(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Debt FinancingCompany, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters15) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, attempt to obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal easement agreements, declarations and similar agreements in form and substance reasonably satisfactory to any potential Financing Source; (16) to the extent reasonably requested by Parent and necessary in connection with the Debt Financing, provide customary and reasonable assistance to allow Parent and its Representatives to conduct customary appraisal and non-invasive environmental and engineering inspections of each Owned Real Property and, subject to obtaining required third-party consents with respect thereto (which the Company shall use reasonable efforts to obtain to the extent reasonably requested by Parent and required in connection with such inspections), Leased Real Property (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such Owned Real Property or Leased Real Property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 6.05, and (C) the Company shall be entitled to have representatives present at all times during any such inspection); and (17) to the extent necessary or advisable, reasonably cooperate to facilitate, effective no earlier than the Closing, the execution and delivery of definitive financing, pledge, security and guarantee documents reasonably requested by Parent and required in connection with the marketing Debt Financing, including customary indemnities and bring down certificates issued in connection with a securitization of the Debt Financing; ; provided that (6v) making available appropriate senior officers neither the Company nor any of its Affiliates will be required to participate make any filings with senior officers the SEC in connection with any Debt Financing (other than in any applicable proxy statement), (w) nothing in this Section 6.17 shall require any such action to the extent it would (1) unreasonably interfere with the business or operations of Parentthe Acquired Companies or require the Acquired Companies to agree to pay any fees, on reasonable advance noticereimburse any expenses or give any indemnities or otherwise incur any liability, in any case prior to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, or for which Parent does not promptly reimburse or indemnify it, as the case may be, under this Agreement, (2) require any Acquired Company or its Representatives to execute documents execute, deliver, enter into or perform any Financing Document (other than with respect to customary authorization letters with respect to bank information memoranda) that is effective prior to the Closing or that is not contingent on Closing or (3) require any officer, director or other Representative of the Company or any of its Subsidiaries to deliver any certificate that such officer, director or other Representative reasonably believes, in good faith, contains any untrue certifications, (x) none of the general partners or board of directors (or other similar governing body) or committee or subcommittee thereof of any Acquired Company shall be required to adopt resolutions approving any Financing Documents that is effective prior to the Closing unless contingent on Closing (and any such adoption or approval at Closing shall be performed by such general partner, board of directors (or other similar governing body) or committee or subcommittee thereof as constituted after the Company Merger Effective Time and Closing), (y) the Company’s obligations under this Section 6.17 shall be subject to Persons being bound by confidentiality agreements in accordance with this Section 6.4(dcustomary market practice, and (z) required in connection with the consummation none of the Debt Financing, subject Acquired Companies shall be required to provide any information or take any action to the occurrence of extent it would (1) cause significant competitive harm to any Acquired Company if the Closing; Transactions are not consummated, (8) taking all necessary corporate 2) violate, conflict with, breach or entity actionsresult in a default under, which shall be conditioned on the occurrence of the Closingor that is prohibited or restricted by, reasonably requested by Parent to permit Applicable Law or its Organizational Documents, (3) jeopardize any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; attorney-client, attorney work product or other legal privilege or similar protection (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to provided that the Company and its Subsidiaries, as Parent may reasonably request, customary for shall use reasonable efforts to allow access to such information in information documents with respect to a manner that does not result in the placement, arrangement or syndication of loans (except that in no event shall the information described events set out in this clause (3)), (4) violate any applicable confidentiality obligation of any Acquired Company, (5) require any Acquired Company to waive or amend any terms of this Agreement, (6) require any Acquired Company or any of its Affiliates to incur any liability or make any payment that is not reimbursed or indemnified by Parent under Section 6.17(a)(iii) or enter into any Contract that is not contingent on Closing, (7) reasonably be expected to constitute a violation or breach of, or default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Person or to a loss of any benefit to which such Person is entitled under any provision of any Company Material Contract binding upon such Person, (8) result in the creation or imposition of any Lien on any asset of such Person (except any Lien on any of the Acquired Company’s respective assets that becomes effective only upon the Closing), (9) result in any significant or unreasonable interference with the prompt and timely discharge of the duties of any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, (10) be deemed result in any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives incurring any personal liability with respect to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related any matters relating to the Debt Financing or the Transactions, (B11) any description of all or any component of the Debt Financing, including any such description to be included result in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not fail to be satisfied by the End Date or to otherwise cause result in a breach ofof this Agreement by any Acquired Company. Notwithstanding anything to the contrary in this Section 6.17(a)(i), the condition set forth in Section 7.02(b), as it applies to the Company’s obligations under this Section 6.17(a)(i), shall automatically be deemed satisfied, except to the extent the Company has committed a Willful Breach of its obligations under this Section 6.17(a)(i), Parent has provided to the Company written notice of such breach within 10 Business Days of first becoming aware of such breach and the Company fails to cure such breach by the earlier of 10 Business Days after such notice is provided or the End Date. In no event shall the Company be in breach of this Agreement for the failure to (A) deliver any financial or other information that is not currently readily available to the Acquired Companies or is not prepared in the ordinary course of business of the Acquired Companies at the time requested by Parent or (B) obtain review of any financial or other information by their accountants after using commercially reasonable efforts to obtain the same. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or require any waiver deemed breached or amendment ofviolated by, this Agreement or require any of them to take any the actions that could reasonably be expected to violate, in the opinion of taken by the Company, applicable Law; (2) encumber any of its Subsidiaries or any of their respective Representatives at the assets request of Parent pursuant to this Section 6.17. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.17(a)(i) represent the sole obligation of the Company, its Subsidiaries Acquired Companies and their respective Affiliates prior with respect to the Closing;cooperation in connection with Debt Financing. (3ii) pay The Company shall not be required to agree to any commitment contractual obligation relating to the Debt Financing that is not conditioned upon the Closing and that does not terminate without liability to the Company and its Affiliates upon the termination of this Agreement that is not reimbursed or other feeindemnified by Parent. The Company shall not be required to deliver or cause the delivery of any legal opinions, expenses 10b-5 letters, authorization and representation letters or other costs or make solvency certificates in connection with the Debt Financing. In addition, the parties hereto agree that any other payment or incur any liability information with respect to the prospects and plans for the Acquired Companies in connection with the Debt Financing prior to will be the Closing Date; (4) take any action that would result in a breach sole responsibility of any ContractParent, result in a violation of Law or result in a violation of organizational documents of and neither the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, Acquired Companies nor any of their respective directors or Affiliates, directors, managers, officers, are general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, shall have any liability or incur any damages with respect thereto or be required to take provide any action in information or make any presentations with respect to capital structure, or the capacity as a member incurrence of the board of directors of Debt Financing or other pro forma information relating thereto or the Companymanner in which Parent intends to operate, its Subsidiaries and their respective Affiliates or cause to authorize or approve be operated, the Debt FinancingAcquired Companies after the Closing. (iii) Parent willshall indemnify and hold harmless the Acquired Companies, promptly upon request by and each of their Representatives, and each of the CompanyAcquired Companies’ and their Representatives’ respective present and former directors, reimburse officers, employees and agents (collectively, the Company for “Financing Indemnified Parties”), from and against any and all out-of-pocket costs and or expenses incurred by the Company(including reasonable attorneys’ fees), its Subsidiaries and their respective Affiliatesjudgments, and their respective Representativesfines, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Companylosses, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all lossesclaims, damages, liabilities, claimspenalties, costsinterest, expenses, judgments, penalties and fines awards or amounts paid in settlement that are suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and or any information utilized information, assistance or activities provided in connection therewith, therewith (other than incurred as a result of such parties’ gross negligence, willful misconduct the information provided in writing by the Company or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.Acquired Companies to Pare

Debt Financing. (i) From Parent shall keep the date Company (on behalf of this Agreement until the ClosingSellers) informed of the status of its efforts to arrange any Debt Financing (including providing the Company (on behalf of the Sellers) with copies of draft and definitive agreements and other documents related to such Debt Financing reasonably requested by the Sellers, subject to Section 6.4(d)(iithe terms of applicable confidentiality undertakings), the Company . Each of Parent and EuCo shall, and shall cause each of its Representatives Affiliates to, at the Parent’s expense, use its reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection (i) consult with obtaining debt financing the Sellers and their Representatives in connection with the consummation timing, marketing and syndication of any Debt Financing and the negotiation of the Mergers (collectively, the “definitive agreements with respect to any Debt Financing”), and (ii) provide the Company (on behalf of the Sellers) and its Representatives with a reasonable opportunity to review and comment on any financing documents (and drafts thereof, including the following (it being understood and agreed fee letters) in connection with any Debt Financing; provided, however, that neither Parent nor EuCo shall in no any event shall any party be required to take see that any action such additions, deletions or changes are incorporated in respect the definitive versions of the following to the extent that doing so would be commercially unreasonable):such financing documents. (1ii) assisting The Sellers shall direct and shall cause the Acquired Companies to, at Parent’s sole cost and expense, use their reasonable best efforts to cooperate with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) Buyers and similar documents reasonably required by Parent their authorized Representatives in connection with the arrangement of any Debt Financing; , including (2A) assisting participating on reasonable advance notice, in a reasonable number of meetings and at reasonable locations, with the preparation of any customary pledge respect to drafting sessions, presentations, road shows, sessions with rating agencies and security documentsdue diligence, definitive financing documents, closing certificates or (B) furnishing such financial and other similar documents information as may be reasonably requested by Parent to be effective only at the Closing Buyers in connection with such Debt Financing and only to (C) providing assistance in respect of the extent required by the Debt Financing; preparation of any underwriting or placement agreements, informational and marketing materials, and pledge and security documents and other definitive financing documents; provided, that, in each of (3A) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; through (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinC), (iw) to the extent requested in writing no less than ten (10) Business Days any private placement memoranda, offering memoranda or prospectuses need not be issued by any Acquired Company prior to the Closing Date, furnishing to (x) no member of the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may Seller Group shall be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, become subject to the occurrence of the Closing; (8) taking all necessary corporate any obligations or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum liabilities with respect to a private placement pursuant such agreements or documents, (y) no Acquired Company shall be required to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, become subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents any obligations or liabilities with respect to the placement, arrangement such agreements or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing documents prior to the Closing Date; Date and (4z) take nothing shall obligate (1) any action member of the Seller Group to provide a solvency certificate or any similar certificate, to declare or make any determinations with respect to any dividends or to provide any information that would result in a breach violate any applicable obligations of any Contract, result in a violation of Law confidentiality or result in a violation of organizational documents applicable Law or loss of the Companyany privilege or (2) any Acquired Company to provide a solvency certificate or any similar certificate, its Subsidiaries and their respective Affiliates to declare or impose make any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute determinations with respect to any dividends or deliver to provide any definitive documentation or certificates in connection with the Debt Financing information that would be effective prior violate any applicable obligations of confidentiality or result in a violation of applicable Law or loss of any privilege. Any information provided to the Closing Date or that are not conditioned upon Closing; (6Buyers pursuant to this Section 6.11(b)(ii) shall be responsible for subject to the preparation of any pro forma financial information; or (7) provide any legal opinionConfidentiality Agreement. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, shall promptly upon request by the Company, reimburse the Company Sellers for all reasonable out-of-pocket costs and expenses incurred by such members of the Company, its Subsidiaries Seller Group and their respective Affiliates, and their respective Representatives, the Acquired Companies in connection with their respective obligations pursuant to this Section 6.4(d)such cooperation. Parent acknowledges and agrees that none The Company (on behalf of the CompanySellers) and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents (and drafts thereof, including fee letters) and any materials that are to be presented during any meetings conducted in connection with any Debt Financing at which they are present, and Parent shall give due consideration to all reasonable additions, deletions or changes suggested by the Company (on behalf of the Sellers) and its Subsidiaries Representatives with respect to the financing documents; provided, however, that neither Parent nor EuCo shall in any event be required to see that any such additions, deletions or changes are incorporated in the definitive versions of such financing documents. The Buyers acknowledge and agree that no member of the Seller Group or any of their respective Affiliates shalland Representatives shall have any responsibility for, prior to the Closing, or incur any liability to any Person under or in connection with, the arrangement of any Debt Financing and that Parent will or EuCo may raise in connection with the Transactions unless attributable to their gross negligence or a material breach of their obligations under this Section 6.11(b)(ii). Notwithstanding anything to the contrary herein, the condition set forth in Section 9.2(b), as it applies to the Sellers’ obligations under this Section 6.11(b)(ii), shall be deemed satisfied unless any Debt Financing has not been obtained primarily as a result of the Sellers’ gross negligence or willful and material breach of its obligations under this Section 6.11(b)(ii). Parent and EuCo shall, on a joint and several basis, indemnify and hold harmless the Companymembers of the Seller Group and the Acquired Companies, its their Subsidiaries and their respective Affiliates, and their respective Representatives, Representatives from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines Damages suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement of any Debt Financing and any information utilized in connection therewiththerewith unless attributable to the Sellers’ gross negligence or willful and material breach of their obligations under this Section 6.11(b)(ii). (iii) Notwithstanding anything to the contrary contained herein, in the event Parent or its Affiliate provides (or irrevocably commits in writing to provide) funds sufficient to satisfy the ABL European Obligations and the Liz Obligations (or, in the case of the Liz Obligations, such obligations are otherwise satisfied pursuant to Section 2.4(i)), (A) Parent shall have no obligations under Section 5.7 and this Section 6.11 (other than incurred as a result the final sentence of Section 6.11(b)(ii)), and such parties’ gross negligenceprovisions shall be disregarded, willful misconduct or intentional fraud. The in each case to the extent related to any Debt Financing and (B) the Sellers shall have no obligations of Parent in under this Section 6.4(d) shall survive the termination of this Agreement6.11.

Debt Financing. Without in any way limiting any of the parties’ obligations under Section 6.6: (ia) From the date of this Agreement until Prior to the Closing, subject to Section 6.4(d)(ii), the Company shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expense, and shall use commercially reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its Subsidiaries to, provide customary to Parent all cooperation reasonably requested by Parent in connection with obtaining debt financing satisfying the conditions precedent contained in connection with the consummation Debt Commitment Letters and the arrangement of the Mergers (collectively, the “Debt Financing”), including the following including, without limitation, (it being understood i) participation in a reasonable number of meetings, presentations and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): due diligence and drafting sessions, (1ii) assisting providing reasonable assistance with the preparation of customary materials for rating agency presentationslender meetings, offering documents, private placement memoranda, bank information memoranda (including the delivery of customary representation letters) memoranda, prospectuses and similar documents reasonably required by Parent in connection with the Debt Financing; , (2iii) assisting with using commercially reasonable efforts to cause its independent accountants to provide assistance and cooperation to Parent, including but not limited to participating in a reasonable number of accounting due diligence sessions, providing consent to Parent to use their audit reports relating to the preparation of Company and providing any customary pledge necessary “comfort letters,” (iv) executing and security documents, delivering definitive financing documents, closing including pledge, guaranty agreements and security documents and other certificates or other similar documents (including interest rate hedging agreements) as may be reasonably requested by Parent to be effective only at the Closing Parent, and only to the extent required by the Debt Financing; (3) otherwise reasonably facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by collateral, in connection with the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days Financing immediately prior to the Closing DateEffective Time; provided that no obligation of the Company or any of its Subsidiaries under any such agreement, furnishing document or pledge shall be effective until the Effective Time, (v) providing reasonable access to the potential debt financing sources for books and records, officers, directors, agents and Representatives of the Debt Financing Company and its Subsidiaries, (the “Financing Sources”vi) identified using commercially reasonable efforts to obtain surveys, title insurance and non-invasive environmental assessments reasonably requested by Parent, (vii) as promptly as practicable, any “know your customer” information required by regulatory authorities using commercially reasonable efforts to furnish to Parent and requested by the its Financing Sources or (ii) such all financial and other pertinent information available to the Company regarding the Company as may be and its Subsidiaries reasonably requested by Parent solely Parent, to the extent required within the Company’s custody or control, including all information and data necessary to consummate satisfy the conditions set forth in the Debt Financing; Commitment Letters, and providing authorization letters to Financing Sources authorizing the distribution of information to prospective lenders or investors, in each case subject to confidentiality agreements reasonably requested by the Company, (5viii) requesting taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its independent accountants to cooperate with Subsidiaries’ current assets, cash management and assist in preparing customary accounting systems, policies and appropriate information packages and offering materials (including customary comfort letters) to procedures relating thereto for the extent required purpose of establishing collateral arrangements in connection with the marketing of the Debt Financing; Financing and (6B) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders establish bank and investors other accounts and road shows at mutually agreeable dates blocked account agreements and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required lock box arrangements in connection with the consummation foregoing; provided that no right of any lender, nor any obligation of the Debt FinancingCompany or any of its Subsidiaries, thereunder shall be effective until the Effective Time, (ix) taking all corporate actions, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the direct borrowing or incurrence of all of the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description high yield debt financing, by the Company immediately following the Effective Time, (x) obtaining customary payoff letters, lien releases and terminations and instruments of discharge to be included in liquidity delivered at Closing, provided that no such payoff letter, lien releases or terminations or instruments shall be effective until the Effective Time, and capital resources disclosure or any “description of notes”, (Cxi) projections, risk factors or other forward-looking statements relating to furnishing Financing Sources as promptly as practicable with all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis documentation and other information which any lender providing or arranging the Debt Financing has reasonably requested and that such lender has determined is required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability Governmental Entities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act; provided, that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the business or operations of the Company or its Subsidiaries, or otherwise result in any significant interference with the prompt and timely discharge by the Company’s or any of its Subsidiaries’ personnel of their normal duties; provided further that neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any Liability with respect to the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law Effective Time or result in a violation of organizational documents which is not subject to the occurrence of the CompanyClosing. Parent shall promptly, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, Company or any of its Subsidiaries in connection with any cooperation provided under this Section 6.17. The Company hereby consents to the use of its and their respective Affiliatesits Subsidiaries’ logos as may be reasonably necessary, and their respective Representativesas reasonably determined by the Financing Sources, in connection with their respective obligations pursuant arranging and providing the Debt Financing; provided that such logos are used solely in a manner that is not intended to this Section 6.4(d). Parent acknowledges and agrees that none nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company, Company or any of its Subsidiaries and its or their respective Affiliates shallmarks. (b) Subject to the provisions of Section 6.17(c), Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including, without limitation, using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters on the terms and conditions described therein, negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters or on other terms as would not reasonably be expected to materially impede the ability of Parent and Merger Sub to timely consummate the transactions contemplated by this Agreement in accordance with the terms hereof and applicable Legal Requirements; (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in the Debt Commitment Letters and such definitive agreements that are within their control, (iii) consummate the Debt Financing at or prior to the Closing, incur any liability to any Person (iv) comply with its obligations under any the Debt Commitment Letters, and (v) enforce its rights under the Debt Commitment Letters. (c) Parent shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of the Debt Financing and provide to the Company copies of all executed definitive documents related to the Debt Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt (and in any event within one (1) Business Day) written notice: (i) of any default or breach (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach) by any party to any Debt Commitment Letter or definitive Contract related to the Debt Financing of which Parent has knowledge or becomes aware; (ii) of the receipt of any written notice from any party to a Debt Commitment Letter with respect to any (x) actual or potential default, breach, termination or repudiation by such party of a Debt Commitment Letter or any definitive Contract related to the Debt Financing; and (iii) if for any reason Parent has definitively determined that it will not be able to obtain all or any material portion of the Debt Financing on the terms and conditions, in the manner or from the Financing Sources contemplated by the Debt Commitment Letters. As soon as reasonably practicable, but in any event within two (2) Business Days after the date that the Company delivers Parent will indemnify a written request therefor, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in any of the foregoing clauses (i) through (iii) above. Parent shall not enter into, make, or cause or permit to be made any amendment or modification to a Debt Commitment Letter that amends or modifies the conditions precedent to the Debt Financing in any manner that would reasonably be expected to delay or prevent the Closing from occurring on a timely basis, or make the funding of the Debt Financing materially less likely to occur. Parent shall provide the Company with a copy of any amendment or modification to a Debt Commitment Letter promptly after the same is entered into. Subject to the terms and hold harmless conditions of this Agreement, in the event that any material portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, Parent shall immediately notify the Company thereof, and shall promptly following the occurrence of such event use its reasonable best efforts to arrange to (A) obtain alternative financing (in an amount at least equal to the amount of the Debt Financing or such unavailable portion thereof, as the case may be, or such lesser amount, together with the available cash of the Company and the available cash on hand of Parent and its Subsidiaries, as is sufficient for Parent and Merger Sub enable Parent to pay the aggregate Merger Consideration and the aggregate Option Merger Consideration, to consummate the Merger upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith) from alternative sources (“Alternative Financing”), on terms that are substantially comparable, in the aggregate, to those contained in the Debt Commitment Letters, and (B) obtain a new financing commitment letter or letters with respect to such Alternative Financing (collectively, the “Alternative Debt Commitment Letters”), which shall replace the existing Debt Commitment Letters, a true, complete and correct copy of each of which Parent shall promptly provide to the Company. In the event that any Alternative Debt Commitment Letter is obtained, its Subsidiaries and their respective Affiliates(1) any reference in this Agreement to the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letters as modified by the Alternative Commitment Letters, and their respective Representatives(2) any reference in this Agreement to the “Debt Commitment Letters” shall be deemed to include the Debt Commitment Letters to the extent not superseded by Alternative Debt Commitment Letters at the time in question and the Alternative Debt Commitment Letters to the extent then in effect. Parent shall keep the Company reasonably apprised as to the status of, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperationmaterial developments relating to, the Debt Financing and and, if applicable, any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementAlternative Financing.

Debt Financing. (ia) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closing, subject pursuant to Section 6.4(d)(ii)9.1, the Company shall, and Stockholder shall cause its Representatives tothe Company Group to use their commercially reasonable efforts to provide such assistance to Parent and Merger Sub, at the sole expense of Parent’s expense, use reasonable best efforts to provide customary cooperation as is reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with . Such commercially reasonable efforts to provide such assistance shall include each of the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, following: (i) to participation in, and assistance with, the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation arrangement of the Debt Financing and to permit the proceeds thereof to be made available Marketing Efforts related thereto, including furnishing to Parent at the Closing; (9) delivering and its Debt Financing Sources, as promptly as is reasonably practicable following Parent’s request, such pertinent and customary authorization and representation letters information (including regarding financial statements) as may be reasonably necessary to arrange the absence of material non-public information); and Debt Financing and consummate the Marketing Efforts or assemble the Marketing Material, (10ii) furnishing information, financial statements and financial data delivery on or prior to the Closing Date to Parent of the type Ancillary Financing Documents and form customarily included in an offering memorandum (iii) providing such other customary information as the Parent may reasonably request with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject . Company hereby consents to exceptions customary for such financings, Parent’s and information relating to Merger Sub’s the use of the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their Group’s respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability logos in connection with the Debt Financing in a form and manner mutually agreed in advance with Company; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely not to, harm or disparage any of the Company Group or their reputation or goodwill. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 6.9(a) which the Company Stockholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing operations of any of the Company Group, (B) require the Company Stockholder or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing Date; Closing, (4C) take any action that would result in a breach or violation of any Contractconfidentiality arrangement or material agreement or the loss of any legal or other privilege, result (D) cause any representation or warranty in a violation of Law this Agreement to be breached or result any condition to Closing set forth in a violation of organizational documents ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or stockholder of the Company, its Subsidiaries and Company Stockholder or any of the Company Group (or any of their respective Affiliates Associated Persons) to incur any personal liability, (F) require the directors or impose managers of the Company Stockholder or any liability on of the CompanyCompany Group, its Subsidiaries and their respective Affiliates; (5) authorizeacting in such capacity, execute to authorize or deliver adopt any definitive documentation or certificates in connection with resolutions approving any of the Debt Financing Documents prior to the Closing, (G) require the Company Stockholder, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date Closing, (H) provide access to or disclose any information that are not conditioned upon Closing; (6) be responsible for the preparation Company Stockholder or any of the Company Group determines in its good faith opinion would jeopardize any attorney-client privilege of any pro forma financial information; or of them or (7I) provide take any legal opinion. Neither action that would reasonably be expected to conflict with or violate this Agreement, any Governing Documents of the Company nor its Subsidiaries nor their respective AffiliatesStockholder or any of the Company Group, nor any applicable Laws or any Contracts to which the Company Stockholder or any of the Company Group is a party or by which any of their respective directors assets or officersproperties is bound. All such assistance referred to in this Section 6.9 shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, shall promptly upon request by the Company, reimburse the Company Stockholder and the Company Group for all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, them in connection with their respective obligations pursuant to this Section 6.4(d)such assistance. Parent acknowledges and agrees that none For the avoidance of doubt, such assistance shall not require the CompanyCompany Stockholder, its Subsidiaries and the Company Group or any of their respective Affiliates shall, prior to the Closing, agree to any contractual obligation or otherwise incur any liability relating to any Person under any the Debt Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company Stockholder, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of the Company Stockholder, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts. Neither the Company Stockholder nor any of its Affiliates shall have any obligations under this Section 6.9 following the Closing. Parent will indemnify shall indemnify, defend and hold harmless the CompanyCompany Stockholder, its Subsidiaries the Company Group and their respective Affiliates, and their respective Representatives, Associated Persons from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines losses suffered or incurred by any of them arising in whole or in part in connection with the Debt Financing or any assistance or activities provided in connection therewith, including the performance of their obligations under this Section 6.9, except in the event such cooperationliability and losses arose out of or resulted from the willful misconduct or gross negligence of any such Persons and except for liability of the Company Group after the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Parent, Merger Sub or the Debt Financing Sources pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders (and their counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 8.2(b), as applied to the Company Stockholder’s and Company’s obligations under this Section 6.9(a), shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of the Company Stockholder’s and Company’s intentional and material breach of their respective obligations under this Section 6.9(a). Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the provisions contained in this Section 6.9(a) represent the sole obligations of the Company Stockholder, the Company Group and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. (b) Parent and Merger Sub shall each use its reasonable best efforts to obtain the Debt Financing as promptly as practicable following the date of this Agreement, including (i) obtaining any arrangement or engagement letters from financial institutions with respect to the Debt Financing; (ii) satisfying on a timely basis (or obtaining a waiver of) all Debt Financing Conditions that are within Parent’s, Merger Sub’s or any of their respective Affiliates’ control; (iii) negotiating, executing and delivering Debt Financing Documents reasonably acceptable to Parent and Merger Sub and in accordance with this Agreement; (iv) paying all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing as they become due and payable; (v) causing the Debt Financing to be drawn upon satisfaction or waiver of the Debt Financing Conditions and the conditions set forth in ARTICLE VIII; and (vi) upon satisfaction of the Debt Financing Conditions, consummating the Debt Financing at or prior to the date that the Closing is required to be effected pursuant to Section 2.2. (c) Parent and Merger Sub shall keep the Company Stockholder reasonably informed of the status of its efforts to arrange the Debt Financing and shall provide the Company Stockholder a reasonable opportunity to review and comment on any information utilized Debt Financing Documents (including any engagement letter, commitment letter and/or term sheet entered into in connection therewith), other than incurred as a result and Parent and Merger Sub shall consider such comments in good faith. Without limiting the generality of such parties’ gross negligencethe foregoing, willful misconduct Parent and Merger Sub shall give the Company Stockholder prompt written notice of the occurrence of an event or intentional fraud. The obligations development that would reasonably be expected to adversely impact the ability of Parent in this Section 6.4(d) shall survive or Merger Sub to obtain all or any portion of the termination of this AgreementDebt Financing necessary to consummate the Transactions.

Debt Financing. (ia) From the date of this Agreement hereof until the Closing, subject to Section 6.4(d)(ii)Effective Time, the Company shall, and shall cause use its Representatives to, at the Parent’s expense, use reasonable best efforts to cause each of their respective officers, directors, employees and representatives to, provide customary such cooperation as is reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers (collectively, the “Debt Financing”), including the following (it being understood A) causing appropriate officers and agreed that employees to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (1B) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda business projections and financial statements (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent those required by the Debt Financing; SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar documents, (3C) facilitating the pledging of collateral requesting its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to prepare and the delivery of insurance certificates use their audit reports relating to the extent required by the Debt Financing; Company and any necessary “comfort letters,” (4D) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinforming, (i) to the extent requested in writing no less than ten (10) Business Days on or prior to the Closing Date, furnishing new wholly owned subsidiaries, and transferring assets into those subsidiaries, to the potential debt financing sources extent not prohibited by law or any contracts to which the Company is a party or is bound (provided that in the event a contract prohibits such transfer and the transfer cannot otherwise be structured in a manner to avoid conflict with the terms of such contract, the Company agrees to use reasonable efforts to obtain consents necessary to effectuate such transfers), and (E) provide reasonable access to the Owned Real Property, in accordance with Section 4.2, during normal business hours to the extent necessary for the Debt Financing (the “Financing Sources”) identified by ParentParent to obtain surveys, as promptly as practicableengineering reports, any “know your customer” information zoning reports, environmental reports and appraisals required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available Commitments with respect to the Owned Real Property. Parent shall pay to the Company regarding any costs or expenses incurred by the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing;foregoing. (6b) making available appropriate senior officers to participate with senior officers of ParentNotwithstanding the foregoing or Section 4.4 or 5.3(c), on reasonable advance noticethe parties acknowledge and agree that nothing in this Agreement shall (i) require the Company, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement Stockholders or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective officers, directors or officersAffiliates to (x) enter into or execute any commitment letter, are required to underwriting or placement agreement, pledge or security document, loan agreement, note purchase agreement, registration rights agreement, indenture or any other Contract, or any registration statement or other filing with the SEC, or any certificate or other document in connection with any financing or other funds sought by Parent, (y) commence or take any other action in the capacity as a member with respect to any tender offer for, or any consent with respect to, or any repayment of, or amendment or modification to, any debt securities or other indebtedness of the board of directors Company (other than ministerial actions, including facilitating access to the trustee with respect to, or providing a list of the Companyholders of, its Subsidiaries and their respective Affiliates any such debt securities), or (z) obtain any rating agency confirmations or approvals, (ii) require counsel to authorize the Company or approve the Debt Financing. Stockholders to deliver any legal opinion in connection with any financing or funds sought by Parent, or (iii) Parent will, promptly upon request by the Company, reimburse require the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none or any of the CompanyStockholders, its Subsidiaries and their respective Affiliates shallor any officer, prior director, employee, counsel or advisor thereof, to the Closingmake any representation or warranty, incur any liability to or provide for any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered indemnification or incurred by any of them arising in whole or in part expense reimbursement in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct financing or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreementfunds sought by Parent.

Debt Financing. (ia) From The Founder and the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company shall, and Sponsors shall cause its Representatives to, at the Parent’s expense, use their respective reasonable best efforts and cooperate in good faith to provide customary cooperation reasonably requested by Parent in connection with obtaining arrange debt financing (“Debt Financing”) for the Target to be implemented through Holdco and Zhongshan SPV at or following the Closing on market terms (as mutually agreed by the Parties). The Founder and the Sponsors shall coordinate with banks and other financing sources identified by the Founder (the “Financing Banks”) in connection with the consummation Debt Financing, and the Founder Parties and the Sponsors shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Founder. Notwithstanding the foregoing, the Founder shall (i) consult with the Sponsors on the terms of all Debt Financing documentation, the agreement of which shall be subject to the mutual consent of the Mergers Founder and the Sponsors, (collectivelyii) not agree to any terms of the Debt Financing that would reasonably be expected to disproportionately (as compared to the Founder) and adversely impact the Sponsors without the consent of the Sponsors, (iii) circulate to the “Sponsors all drafts of the Debt Financing documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the sources of the Debt Financing”), and (v) include the Sponsors in such discussions and negotiations if so reasonably requested. (b) Each of the Parties shall (i) furnish the Financing Banks with financial and other pertinent information as may be reasonably requested by the Financing Banks as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the following (it being understood type and agreed that in no event shall any party be form customarily required to take any action in respect of consummate the following facilities contemplated by the Debt Financing, subject to the extent that doing so would be commercially unreasonable): appropriate confidentiality undertakings, (1ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; , and (2iii) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be taking all corporate actions reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available Banks to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with permit the consummation of the Debt Financing, subject to including facilitating the occurrence pledging of the Closing; (8) taking all necessary corporate or entity actionscollateral and, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing therewith, executing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization any pledge and representation letters security documents (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placementsecurities of Holdco, arrangement or syndication of loans (except that in no event shall Zhongshan SPV, BVI I, Parent and the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the TransactionsSurviving Company), (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors other definitive financing documents or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach ofcertificates, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably documents as may be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, promptly upon request requested by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementBanks.

Debt Financing. (a) (i) From the date of this Agreement until the Closing, subject to Section 6.4(d)(ii), the Company Seller shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expenseand shall request that its and its Subsidiaries’ independent auditors, use legal counsel and other advisors, provide reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation arrangement of the Mergers Debt Financing as may be reasonably requested by Purchaser or its Affiliates, including: (collectively, A) participating in a reasonable number of management presentations and due diligence sessions for the “benefit of Purchaser’s Debt Financing”), including Financing sources; provided that the following persons participating in such management presentations shall be limited to Covered Employees; (it being understood B) providing Purchaser and agreed its financing sources with all financial and other pertinent information regarding the Business as may be reasonably requested by the lenders of Purchaser that in no event shall any party be required to take any action in respect is of the following type and form customarily included in private placement memoranda relating to private placements under Rule 144A of the extent Securities Act of 1933, as amended; provided that doing so would be commercially unreasonable):Seller shall have no obligation to provide audited financial information other than the Audited Financial Statements that have been provided as of the date of this Agreement; (1C) assisting with the preparation of customary materials for rating agency presentationsusing reasonable efforts to obtain accountants’ comfort letters, offering documents, bank information memoranda (including the delivery of customary representation letters) accountants’ reports and similar documents accountants’ consents reasonably required by Parent necessary in connection with the Debt Financing; (2D) assisting reasonably cooperating with the preparation Purchaser’s facilitation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior of collateral security, surveys and title insurance with respect to the Closing Date;Business; and (4E) take reasonably cooperating with surety bond and letter of credit providers with respect to the Debt Financing; provided that (x) such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries, (y) neither Seller nor any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates shall be required to pay any commitment or impose other similar fee or incur any other liability on the Company, its Subsidiaries and their respective Affiliates; (5for which it is not indemnified by Purchaser) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would and (z) Seller and its representatives shall not be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take deliver any action certificates or legal opinions in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve connection with the Debt Financing. (iii) Parent will, promptly upon request by the Company, . Purchaser shall reimburse the Company Seller for all reasonable out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this AgreementFinancing.

Debt Financing. (ia) From Prior to the date of this Agreement until the Closing, subject to Section 6.4(d)(ii)Effective Time, the Company shallshall provide, and shall cause its Representatives toSubsidiaries, at the Parent’s expense, and shall use its reasonable best efforts to cause their respective Representatives, to provide customary reasonable cooperation reasonably requested by Parent in connection with obtaining debt financing in connection the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the consummation ongoing operations of the Mergers (collectively, the “Debt Financing”)Company and its Subsidiaries, including the following but not limited to (it being understood i) participation in meetings, presentations, road shows, due diligence sessions and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): sessions with rating agencies, (1ii) assisting with the preparation of customary materials for prospective lenders and rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including the delivery of customary representation letters) memoranda, prospectuses and similar documents reasonably required by Parent in connection with the Debt Financing; , (2iii) assisting with the preparation of any customary pledge executing and security documents, definitive financing documents, closing delivering documents and certificates or other similar documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to be effective only at the Closing and only solvency matters prior to the extent required by Effective Time and consents of accountants for use of their reports in any materials relating to the Debt Financing; ), (3iv) reasonably facilitating the pledging of collateral and the delivery granting of insurance certificates corporate guaranties (to be effective only after the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed thereinEffective Time), (iv) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities furnishing Parent and requested by the Financing Sources or (ii) such its debt financing sources with financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate (vi) satisfying the conditions set forth in a reasonable number paragraphs (1) – (15) of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related Exhibit D to the Debt Financing Letter (to the extent the satisfaction of such conditions required actions by or cooperation of the Transactions, (B) any description of all Company or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1vii) provide any assistance using its reasonable efforts to the extent it would interfere with or disrupt the ongoing business or operations obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be reasonably requested by Parent; provided that none of the Company, Company or any of its Subsidiaries and their respective Affiliates or cause any condition shall be required to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment similar fee or incur any other liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinionEffective Time. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, MergerCo shall promptly upon request by the Company, reimburse the Company for all out-of-reasonable out of pocket costs and expenses incurred by the Company, Company or any of its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant such cooperation. In conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Parent, to this Section 6.4(dcall for prepayment or redemption (including without limitation issuing not less than thirty (30) days and not more than sixty (60) days prior to the Effective Time notice of prepayment for all of the outstanding aggregate principal amount of the 3.73% Senior Guaranteed Notes, Series A, due June 27, 2008 and the 4.33% Senior Guaranteed Notes, Series B, due June 27, 2010). Parent acknowledges and agrees that none , or to prepay or redeem, or to attempt to renegotiate the terms of, any then existing indebtedness for borrowed money of the Company; provided, its Subsidiaries and their respective Affiliates shallhowever, that no such prepayment or redemption or call for prepayment or redemption or renegotiated terms shall actually be made or become effective (nor shall the Company be required to incur any liability in respect of any such prepayment or redemption or call therefor or renegotiation thereof) prior to the Closing, incur any liability to any Person under any Debt Financing and that . Parent will shall indemnify and hold harmless the Company, any of its Subsidiaries and their respective Affiliates, and their respective Representatives, from Representatives for and against any and all liabilities, losses, damages, liabilities, claims, costs, expenses, judgmentsinterest, awards, judgments and penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the arrangement of the Debt Financing (whether or not consummated) and any information utilized in connection therewith, therewith (other than incurred historical information relating to the Company or any of its Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing. (b) Parent shall use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Debt Financing Letter (provided that Parent may replace or amend the Debt Financing to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter as of the date hereof; provided further, that such amendment (x) would not prevent, delay or impair the consummation of the transactions contemplated by this Agreement, (y) shall not be deemed to amend or alter any obligations of the parties under the Equity Rollover Commitments and (z) shall be subject to the restrictions contained in the Company Rights Plan), including using its reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and (ii) to satisfy on a result timely basis all conditions applicable to Parent in such definitive agreements that are within its control. In the event that all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Letter, Parent shall use its reasonable best efforts to arrange to obtain alternative financing on terms not materially less favorable to Parent (as determined in the reasonable judgment of Parent) sufficient to fund all of its obligations under this Agreement from alternative sources as promptly as practicable following the occurrence of such parties’ gross negligenceevent. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any material amendment or modification to be made to, willful misconduct or intentional fraud. The obligations any waiver of any material provision or remedy under, the Debt Financing Letter if such amendment, modification or waiver is adverse to the Company. (c) All non-public or otherwise confidential information regarding the Company obtained by Parent in this or its Representatives pursuant to Section 6.4(d5.13(a) shall survive be kept confidential in accordance with the termination Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing upon the prior written consent of this Agreementthe Company, which consent shall not be unreasonably withheld or delayed.

Debt Financing. (ia) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closing, subject pursuant to Section 6.4(d)(ii)9.1, the Company shall, and Equityholder shall cause its Representatives tothe Company Group to use their commercially reasonable efforts to provide such assistance to Parent and Merger Sub, at the sole expense of Parent’s expense, use reasonable best efforts to provide customary cooperation as is reasonably requested by Parent in connection with obtaining debt financing in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with . Such commercially reasonable efforts to provide such assistance shall include each of the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, following: (i) to participation in, and assistance with, the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation arrangement of the Debt Financing and to permit the proceeds thereof to be made available Marketing Efforts related thereto, including furnishing to Parent at the Closing; (9) delivering and its Debt Financing Sources, as promptly as is reasonably practicable following Parent’s request, such pertinent and customary authorization and representation letters information (including regarding financial statements) as may be reasonably necessary to arrange the absence of material non-public information); and Debt Financing and consummate the Marketing Efforts or assemble the Marketing Material, (10ii) furnishing information, financial statements and financial data delivery on or prior to the Closing Date to Parent of the type Ancillary Financing Documents and form customarily included in an offering memorandum (iii) providing such other customary information as the Parent may reasonably request with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject . Company hereby consents to exceptions customary for such financings, Parent’s and information relating to Merger Sub’s the use of the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactions, (B) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their Group’s respective Affiliates to: (1) provide any assistance to the extent it would interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability logos in connection with the Debt Financing in a form and manner mutually agreed in advance with Company; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely not to, harm or disparage any of the Company Group or their reputation or goodwill. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 6.9(a) which the Company Equityholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing operations of any of the Company Group, (B) require the Company Equityholder or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing Date; Closing, (4C) take any action that would result in a breach or violation of any Contractconfidentiality arrangement or material agreement or the loss of any legal or other privilege, result (D) cause any representation or warranty in a violation of Law this Agreement to be breached or result any condition to Closing set forth in a violation of organizational documents ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or equityholder of the Company, its Subsidiaries and Company Equityholder or any of the Company Group (or any of their respective Affiliates Associated Persons) to incur any personal liability, (F) require the directors or impose managers of the Company Equityholder or any liability on of the CompanyCompany Group, its Subsidiaries and their respective Affiliates; (5) authorizeacting in such capacity, execute to authorize or deliver adopt any definitive documentation or certificates in connection with resolutions approving any of the Debt Financing Documents prior to the Closing, (G) require the Company Equityholder, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date Closing, (H) provide access to or disclose any information that are not conditioned upon Closing; (6) be responsible for the preparation Company Equityholder or any of the Company Group determines in its good faith opinion would jeopardize any attorney-client privilege of any pro forma financial information; or of them or (7I) provide take any legal opinion. Neither action that would reasonably be expected to conflict with or violate this Agreement, any Governing Documents of the Company nor its Subsidiaries nor their respective AffiliatesEquityholder or any of the Company Group, nor any applicable Laws or any Contracts to which the Company Equityholder or any of the Company Group is a party or by which any of their respective directors assets or officersproperties is bound. All such assistance referred to in this Section 6.9 shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense, are required to take any action in the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financing. (iii) Parent will, shall promptly upon request by the Company, reimburse the Company Equityholder and the Company Group for all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, them in connection with their respective obligations pursuant to this Section 6.4(d)such assistance. Parent acknowledges and agrees that none For the avoidance of doubt, such assistance shall not require the CompanyCompany Equityholder, its Subsidiaries and the Company Group or any of their respective Affiliates shall, prior to the Closing, agree to any contractual obligation or otherwise incur any liability relating to any Person under any the Debt Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to the Company Equityholder, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of the Company Equityholder, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts. Neither the Company Equityholder nor any of its Affiliates shall have any obligations under this Section 6.9 following the Closing. Parent will indemnify shall indemnify, defend and hold harmless the CompanyCompany Equityholder, its Subsidiaries the Company Group and their respective Affiliates, and their respective Representatives, Associated Persons from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines losses suffered or incurred by any of them arising in whole or in part in connection with the Debt Financing or any assistance or activities provided in connection therewith, including the performance of their obligations under this Section 6.9, except in the event such cooperationliability and losses arose out of or resulted from the willful misconduct or gross negligence of any such Persons and except for liability of the Company Group after the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Parent, Merger Sub or the Debt Financing Sources pursuant to this Section 6.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders (and their counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 8.2(b), as applied to the Company Equityholder’s and Company’s obligations under this Section 6.9(a), shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of the Company Equityholder’s and Company’s intentional and material breach of their respective obligations under this Section 6.9(a). Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the provisions contained in this Section 6.9(a) represent the sole obligations of the Company Equityholder, the Company Group and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. (b) Parent and Merger Sub shall each use its reasonable best efforts to obtain the Debt Financing as promptly as practicable following the date of this Agreement, including (i) obtaining any arrangement or engagement letters from financial institutions with respect to the Debt Financing; (ii) satisfying on a timely basis (or obtaining a waiver of) all Debt Financing Conditions that are within Parent’s, Merger Sub’s or any of their respective Affiliates’ control; (iii) negotiating, executing and delivering Debt Financing Documents reasonably acceptable to Parent and Merger Sub and in accordance with this Agreement; (iv) paying all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing as they become due and payable; (v) causing the Debt Financing to be drawn upon satisfaction or waiver of the Debt Financing Conditions and the conditions set forth in ARTICLE VIII; and (vi) upon satisfaction of the Debt Financing Conditions, consummating the Debt Financing at or prior to the date that the Closing is required to be effected pursuant to Section 2.2. (c) Parent and Merger Sub shall keep the Company Equityholder reasonably informed of the status of its efforts to arrange the Debt Financing and shall provide the Company Equityholder a reasonable opportunity to review and comment on any information utilized Debt Financing Documents (including any engagement letter, commitment letter and/or term sheet entered into in connection therewith), other than incurred as a result and Parent and Merger Sub shall consider such comments in good faith. Without limiting the generality of such parties’ gross negligencethe foregoing, willful misconduct Parent and Merger Sub shall give the Company Equityholder prompt written notice of the occurrence of an event or intentional fraud. The obligations development that would reasonably be expected to adversely impact the ability of Parent in this Section 6.4(d) shall survive or Merger Sub to obtain all or any portion of the termination of this AgreementDebt Financing necessary to consummate the Transactions.

Debt Financing. (a) Parent, Merger Sub and the Company will use commercially reasonable efforts to fully satisfy, on a timely basis, all terms, conditions, representations and warranties as may be required by a lender pursuant to any Debt Financing. Parent and Merger Sub will use commercially reasonable efforts to: (i) enter into definitive agreements with respect to the Debt Financing as soon as commercially reasonable but in any event prior to the Closing and (ii) satisfy on a timely basis all the terms, conditions, representations and warranties set forth in such definitive agreements. Parent and Merger Sub will furnish correct and complete copies of such definitive agreements to the Company promptly upon their execution. (b) At the Company’s request, Parent and Merger Sub shall keep the Company informed in reasonable detail with respect to all material activity concerning the status of the Debt Financing. Without limiting the foregoing, Parent and Merger Sub agree to notify the Company as promptly as practicable, and in any event within 24 hours, and to use its commercially reasonable efforts to obtain alternate financing for the transactions contemplated by this Agreement, provided that the terms and conditions of such alternate financing are not less favorable to Parent than those contemplated by the definitive agreements with respect to the Debt Financing, if at any time prior to the Closing Date any lender with respect to the Debt Financing notifies Parent or Merger Sub that such lender no longer intends to provide financing to Merger Sub on material terms set forth in such definitive agreements or the Debt Financing is canceled or terminated for any other reason. (c) From the date of this Agreement hereof until the Closing, subject to Section 6.4(d)(ii)Effective Time, the Company and its Subsidiaries shall, and shall cause its Representatives to, at the Parent’s expense, use their reasonable best efforts to cause each of their respective officers, directors, employees and representatives to, provide customary all cooperation reasonably requested by Parent in connection with obtaining debt financing or Merger Sub in connection with the consummation of the Mergers (collectively, the “Debt Financing”), including the following (it being understood and agreed that in no event shall any party be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing arrangement of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent; provided, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financing, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing; (9) delivering customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt Financing, subject to exceptions customary for such financings, and information relating to the Company and its Subsidiaries, as Parent may reasonably request, customary for use in information documents with respect to the placement, arrangement or syndication of loans (except that in no event shall the information described in this clause (10) be deemed to include or shall the Company otherwise be required to provide: (A) pro forma financial statements or pro forma adjustments related to the Debt Financing or the Transactionshowever, (Ba) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (D) 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 (E) Compensation Disclosure and Analysis and other information required by Item 402(b) of Regulation S-K). (ii) Nothing in this Section 6.4(d) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance that nothing herein shall require cooperation to the extent it would unreasonably interfere with with, or disrupt in any material manner impair, the ongoing business business, operations or operations credit rating of the Company or its Subsidiaries (in the commercially reasonable judgment of the Company, ) and (b) the Company and its Subsidiaries and their respective Affiliates or cause any condition to the Closing set forth in Article VII to shall not be satisfied or required to otherwise cause a breach of, or require become subject to any waiver or amendment of, this Agreement or require obligations under any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates financing documents until immediately prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract, result in a violation of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would be effective prior to the Closing Date or that are not conditioned upon Closing; (6) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are required to take any action in the capacity Effective Time so long as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize or approve the Debt Financingall conditions under Article 7 have been satisfied at such time. (iii) Parent will, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant to this Section 6.4(d). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior to the Closing, incur any liability to any Person under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective Representatives, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered or incurred by any of them arising in whole or in part in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 6.4(d) shall survive the termination of this Agreement.

Debt Financing. (ia) From Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange, consummate and obtain the date Debt Financing as promptly as practicable, but in any event on or prior to Closing. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of this Agreement until the Closingstatus of its efforts to arrange, subject consummate and obtain the Debt Financing. (b) Prior to Section 6.4(d)(ii)the Closing or the earlier expiration or termination of the Marketing Period, the Company Entities shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable best efforts to cause their respective officers, directors, employees and Representatives to, at Parent’s sole cost and expense, provide customary cooperation to Parent in connection with the Debt Financing as may be reasonably requested by Parent, including by: (i) furnishing Parent and the Debt Financing Sources with the Required Information, any updates to any Required Information as may be necessary for such Required Information to remain Compliant throughout the Marketing Period and such other historical financial information and other pertinent information regarding the Company Entities as may be reasonably requested by Parent and that is customarily needed for 144A-for-life debt offerings; (ii) participating (and causing senior management and using reasonable best efforts to cause Representatives and advisors to participate) in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and investors with respect to, the Debt Financing), presentations, road shows, drafting sessions, due diligence sessions (including using reasonable best efforts to cause its independent auditors to participate therein) and sessions with ratings agencies, in each case in connection with obtaining debt financing in connection any of such Debt Financing and with the consummation of the Mergers (collectivelyreasonable advance notice and at dates, the “Debt Financing”), including the following (it being understood times and agreed that in no event shall any party locations as may be required to take any action in respect of the following to the extent that doing so would be commercially unreasonable):mutually agreed; (1iii) upon reasonable prior written notice, assisting with Parent and the Debt Financing Sources in the preparation of customary (A) confidential information memoranda, lender presentations and similar marketing documents, (B) investor presentations (including “roadshow” or investor meeting slides), (C) offering memoranda and private placement memoranda (including under Rule 144A) and (D) materials for rating agency presentations, offering in each case, solely to the extent involving information about the Company Entities; (iv) executing and delivering (or assisting Parent in obtaining from legal counsel (including local counsel) to the Company and their advisors) any customary guarantee, other definitive financing documents, bank information memoranda or other certificates, legal opinions or documents as may be reasonably requested by ▇▇▇▇▇▇ and as may be necessary and customary in connection with the Debt Financing (including a solvency certificate of the delivery chief financial officer of customary representation lettersthe Company) and similar otherwise facilitating the obtaining of guarantees; provided, that all such guarantees and other documents reasonably with respect to the Company Entities and their respective assets shall be authorized and become effective subject to, and only at, or as of, the Closing; provided, further, that, for the avoidance of doubt, neither any Company Entity nor any counsel to any Company Entity shall be required by Parent to provide any legal opinion in connection with the Debt Financing; (2v) assisting with the preparation of any customary pledge and security documents, definitive financing documents, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the Closing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by the Company of a Joinder to the Confidentiality Agreement in the form prescribed therein, (i) to the extent requested in writing no less than ten (10) Business Days prior to the Closing Date, furnishing to the potential debt financing sources for the Debt Financing (the “Financing Sources”) identified by Parent, as promptly as practicable, any “know your customer” information required by regulatory authorities and requested by the Financing Sources or (ii) such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent solely to the extent required to consummate the Debt Financing; (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to the extent required in connection with the marketing of the Debt Financing; (6) making available appropriate senior officers to participate with senior officers of Parent, on reasonable advance notice, to participate in a reasonable number of customary meetings (including road shows) with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 6.4(d) required in connection with the consummation of the Debt Financingtaking all corporate actions, subject to the occurrence of the Closing; (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence of the Closing, reasonably requested by Parent that are necessary to permit any of the actions contemplated by this Section 6.4(d) required in connection with the consummation of the Debt Financing and to permit the proceeds thereof thereof, together with the cash at the Company Entities, if any (not needed for other purposes), to be made available on the Closing Date to Parent at consummate the ClosingClosing and the other transactions contemplated by this Agreement; (9vi) delivering providing customary authorization and representation letters (including regarding the absence of material non-public information); and (10) furnishing information, financial statements and financial data of the type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A promulgated under the Securities Act for financings similar to the Debt FinancingFinancing Sources, subject executed by or on behalf of the Company, authorizing the distribution of information to exceptions prospective lenders or investors and containing customary for such financings, representations to the Debt Financing Sources regarding the accuracy and completeness of the information relating contained therein with respect to the Company and its SubsidiariesSubsidiaries and, as Parent may reasonably requestwith respect to any “public version” of such materials, customary for use in the absence of any material non-public information documents with respect to the placementCompany and its Subsidiaries therein and that such written factual information (other than customary exceptions), arrangement or syndication of loans (except that in no event shall when taken as a whole, to the information described in this clause (10) be deemed to include or shall extent provided by the Company otherwise be required to provide: Entities does not contain a material misstatement or omission that would make the statements contained therein materially misleading in light of the circumstances under which they are made; (Avii) assisting with Parent’s preparation of pro forma financial statements for Parent in compliance with Article 11 of Regulation S-X under the Securities Act as reasonably required or customarily included in offering materials for transactions involving the private placement of non-convertible high-yield bonds in connection with the Debt Financing provided, that (A) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments related giving effect to the Debt Financing or the Transactions, transactions contemplated herein and (B) any description the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records; (viii) using reasonable best efforts to cause the independent auditors of all or any component of the Company to provide reasonable and customary assistance and cooperation in connection with the Debt Financing, including any using reasonable best efforts to cause such description independent auditors to be included provide consents to the use of their audit reports and deliver customary “comfort letters” (which shall provide customary “negative assurance” and change period comfort) for a Rule 144A placement of securities (and to provide drafts of such comfort letters in liquidity and capital resources disclosure or any “description advance of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component the commencement of the marketing of the Debt Financing) with respect to financial information contained in the offering materials relating to the Debt Financing (and using reasonable best efforts to provide customary representations to such independent auditors in connection with the foregoing); (ix) cooperating with the Debt Financing Sources’ due diligence in connection with the Debt Financing, to the extent customary and reasonable; and (Dx) subsidiary financial statements or any other information of providing, at least four (4) Business Days prior to the type required by Rule 3-09Closing Date, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis all documentation and other information as is required by Item 402(b) of Regulation Sapplicable “know your customer”, beneficial ownership and anti-K). (ii) Nothing in this Section 6.4(d) requires money laundering rules and regulations including the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance USA PATRIOT Act to the extent it would requested at least eight (8) Business Days prior to the Closing Date. provided, that such requested cooperation does not unreasonably interfere with or disrupt the ongoing business or operations of the Company, its Subsidiaries Company Entities and no such cooperation shall require (a) the Company Entities or any of their respective Affiliates or cause any condition Subsidiaries to the Closing set forth in Article VII to not be satisfied or to otherwise cause a breach of, or require any waiver or amendment of, this Agreement or require any of them to take any actions that could reasonably be expected to violate, in the opinion of the Company, applicable Law; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) pay any commitment or other fee, expenses or other costs or make any other payment or incur any liability or pay any fee or expense in connection with the Debt Financing prior to the Closing Date; Closing, (4b) the Company Entities or any of their respective Subsidiaries (i) in the case of individuals, to deliver, or be required to deliver, any certificate or instrument or take any action that would reasonably be expected to result in a breach any personal liability or (ii) to make any representation, warranty or certification which the Company or such Subsidiary has determined in good faith is not true, (c) the pre-Closing board of directors or managers (or other managing person or group) of any ContractCompany Entity or any committee thereof to adopt a consent or resolutions approving the agreements, result in a violation documents and instruments pursuant to which the Debt Financing is obtained or incur any personal liability, (d) the Company Entities or any of Law or result in a violation of organizational documents of the Company, its Subsidiaries and their respective Affiliates Subsidiaries to execute prior to the Closing any financing documents that will be effective prior to the Closing, including any credit or impose any liability on the Companyother agreements, its Subsidiaries and their respective Affiliates; (5) authorizepledge or security documents, execute or deliver any definitive documentation other certificates, legal opinions or certificates documents in connection with the Debt Financing Financing, other than pursuant to clause (b)(vi), (b)(viii) or (b)(x) above, (e) the Company Entities or any of their respective Subsidiaries to take any corporate or similar actions that would will be effective prior to the Closing Date or that are not conditioned upon Closing; to permit the consummation of the Debt Financing, (6f) be responsible for the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor Entities or any of their respective directors Subsidiaries to provide cooperation that the Company or officerssuch Subsidiary reasonably believes would (i) conflict with or violate, are required to take any action result in the capacity as contravention of, or that would reasonably be expected to result in a member violation or breach of, or default under, any applicable Law or Material Contract (but the Company shall take reasonable steps to provide such information or cooperation in a manner that does not violate any such applicable Law or Material Contract), (ii) result in the loss of attorney-client privilege or other similar legal privilege (but the board of directors of the Company, its Subsidiaries and their respective Affiliates Company shall take reasonable steps to authorize provide such information or approve the Debt Financing. cooperation in a manner that does not violate any such privilege) or (iii) Parent willcause any of Company’s representations or warranties in this Agreement to be breached or any condition precedent set forth in this Agreement to fail to be satisfied, promptly upon request by the Company, reimburse (g) the Company for all out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and Entities or any of their respective Affiliates, and their respective Representatives, in connection with their respective obligations pursuant Subsidiaries to this Section 6.4(d). Parent acknowledges and agrees that none consent to the pre filing of UCC-1s or the Company, its Subsidiaries and their respective Affiliates shall, grant of liens on the Company Entities’ assets prior to the Closing, incur or (h) require any liability Company Entity or any of their respective Subsidiaries to prepare or deliver any Person financial statements or financial information in a form not customarily prepared by the Company or any financial information with respect to a fiscal period that has not yet ended, or for which the applicable quarterly or annual report has not been filed with the SEC or the delivery of projections, pro forma financial information or any other forward-looking information, in each case, other than the Required Information. In addition, nothing herein shall require any director, manager, officer or employee of the Company or any of its Subsidiaries who will not continue to hold such position following the Effective Time to execute any resolution(s) or written consent(s), or any certification, document, instrument or agreement, in connection with any financing contemplated by this Section 5.21, other than pursuant to clause (b)(vi), (b)(viii) or (b)(x) above. Parent covenants and agrees that any confidential information memoranda, lender presentations and similar marketing documents, material for investor presentations, offering memoranda and private placement memoranda (including under any Rule 144A), materials for rating agency presentations and other offering documents or marketing materials contemplated hereby shall contain disclosures and disclaimers, to the extent applicable, reflecting the Company and/or its Subsidiaries as an obligor on the Debt Financing effective only at and after the Effective Time. The Company Entities hereby consent to the use of the Company Entities’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to, or reasonably likely to, harm, disparage or otherwise adversely affect the Company Entities or the reputation or goodwill of the Company Entities, and solely in connection with a description of the Company and/or its Subsidiaries, including their businesses, or the Merger. Parent will indemnify and ▇▇▇▇▇▇ Sub shall indemnify, defend and hold harmless the Company, its Subsidiaries Company Entities and their respective shareholders, managers, members, officers, directors, employees, other Affiliates, agents and their respective Representatives, Representatives (the “Company Indemnitees”) from and against any and all losses, damages, liabilitiesclaims, costs or expenses incurred by them in connection with the provision of assistance pursuant to Section 5.21(b) and any information used in connection therewith, except any such losses, damages, claims, costs, expenses, judgments, penalties costs or expenses determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (a) any willful misconduct or bad faith by the Company Indemnitees or (b) any material misstatement or omission in information relating to the Company Entities provided by the Company Indemnitees. Parent shall promptly upon the Company’s request reimburse the Company for all reasonable out-of-pocket and fines suffered or documented costs and expenses (including fees and disbursements of a single outside counsel and any additional outside counsel as reasonably consented to by Parent) incurred by any of them arising in whole or in part the Company Entities in connection with such cooperation, the Debt Financing and any information utilized in connection therewith, other than incurred as a result of such parties’ gross negligence, willful misconduct or intentional fraudcooperation pursuant to Section 5.21(b). The obligations of Parent and Merger Sub set forth in this Section 6.4(dparagraph (collectively, the “Parent Indemnity and Reimbursement Obligations”) shall survive the Closing or the termination of this Agreement, whether or not the Merger is consummated. All non-public or otherwise confidential information regarding the Company Entities obtained by Parent pursuant to Section 5.21(b) shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided that Parent shall be permitted to disclose such information (i) to the Debt Financing Sources, rating agencies and prospective lenders and investors of the Debt Financing or any permitted replacement, amendment, modification thereto, in each case, so long as such non-public or otherwise confidential information regarding the Company Entities is afforded substantially the same confidentiality protections as similar information of Parent that is distributed to such Persons and (ii) as, and in such case only to the extent, required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of Parent are listed or traded. (c) The Company hereby (i) consents to the inclusion of the financial statements referred to in Section 3.5(b) of this Agreement and the Required Information, as applicable, prior to the Closing in (A) to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of Parent, any registration statement filed by Parent in connection with an offering or exchange of securities on Form S-1, Form S-3 or Form S-4 (or any successor forms) under the Securities Act in compliance with the requirements of Regulation S-X and Regulation S-K, as applicable, (B) to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of Parent, the Proxy Statement, any Form 8-K or other Exchange Act filing and (C) subject to the provisions of Section 5.21(b), any prospectuses, private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Debt Financing, including, any customary “offering memoranda” in connection with a debt securities offering, whether public or private and (ii) agrees to use reasonable best efforts to cause its independent auditors to provide any consents to the use of their audit reports in any registration statement or Exchange Act filing by Parent to the extent required by applicable Law or otherwise reasonably necessary or advisable in the good faith opinion of ▇▇▇▇▇▇. (d) Without limiting the effect of Section 8.10, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub agree and acknowledge that their obligations to consummate the transactions contemplated herein are not subject to or conditioned upon their obtaining financing.