Common use of Debt Financing Clause in Contracts

Debt Financing. (i) From the date of this Agreement until the Closing, the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. The Company agrees to use its reasonable best efforts to provide such customary 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) From participation by the date of this Agreement until the ClosingCompany’s management team, the Company shall, with appropriate seniority and shall cause its Representatives toexpertise, at reasonable times in a reasonable number of bank meetings, lender presentations and/or lender conference calls, (ii) assistance by the ParentCompany’s expense, use reasonable efforts management team in the preparation of customary marketing materials to provide customary cooperation reasonably requested be used by Parent and the Debt Financing Sources in connection with obtaining 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 following 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 from time to time, including the historical financial statements of the Company necessary to satisfy the applicable condition precedent to the funding of the Debt Financing and the historical financial information necessary in order to permit Parent to prepare the pro forma financial statements required to satisfy the applicable condition precedent to the funding of the Debt Financing, (v) delivery and in any event no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Parent no later than nine (9) Business Days prior to the Closing Date and (B) with beneficial ownership certifications and any other information required pursuant to 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 and the schedules and exhibits thereto (including loan agreements, credit agreements, guarantees, collateral agreements, security agreements, hedging arrangements, officer’s certificates (including a customary solvency certificate of the chief financial officer of the Company) and other customary closing documents), (vii) to the extent required by the Debt Financing, facilitation of the pledging of collateral, effective no earlier than the Closing Date, (viii) taking such customary corporate action as Parent may request to authorize and/or permit the consummation of the Debt Financing (subject to the occurrence of the Closing) and (ix) ensuring that the syndication efforts in respect of the Debt Financing benefit materially from any existing commercial lending relationships of the Company. The Company hereby consents to the use of all of its logos in connection with the Debt 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 in no event the Company shall provide any party be required to take any action in respect of the following historical information that is readily available to the extent that doing so would be commercially unreasonable): (1) assisting with the preparation of appropriate Company and customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required requested by Parent that is necessary for Parent to prepare any projections or similar forward-looking information). All such assistance referred to in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge this Section 6.17 shall be at Parent’s sole cost and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect expense and on the date Closing Date or termination of this Agreement, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at upon the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations written request of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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, 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g)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, and their respective directors, officers, employees, representatives employees and advisors, 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 5.4(g) shall survive information to “public side” lenders has been consented to by the termination of this AgreementCompany.

Debt Financing. The Company and Parent agree (i) From the date of this Agreement until the Closing, the Company shallto use their reasonable best efforts to provide, and shall to use their reasonable best efforts to cause its their respective officers, directors, employees, financial advisors, counsel, accountants and other Representatives toand Affiliates to provide, and (ii) to exercise, at the Parent’s expenserequest of the Investors, use reasonable efforts their rights under the Porsche Merger Agreement to provide customary seek compliance by Porsche with its obligations to provide, all cooperation reasonably requested by Parent the lenders under the Debt Financing and/or Investors in connection with obtaining the arrangement of 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 appropriate and 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 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 the lenders under the Debt Financing (including using reasonable best efforts to be effective only at obtain consents of accountants for use of their reports in any materials relating to the Closing; Debt Financing and accountants’ comfort letters, in each case, as reasonably requested by the lenders under the Debt Financing and/or the Investors (3) 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; (4d) subject to receipt by Parent furnishing the lenders under the Debt Financing and/or the Investors (in connection with the arrangement of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by ParentDebt Financing), as promptly as practicable, any “know your customer” information requested by with the Required Financing Sources or such financial Information; (e) cooperating with the lenders under the Debt Financing to obtain customary and other pertinent information available to the Company regarding the Company reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter as in effect on the date hereofsuch lenders; (5f) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including customary comfort letters) to the extent required obtaining and delivering any pay-off letters and other cooperation in connection with the marketing of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 repayment or other fee, expenses retirement of existing indebtedness and the release and termination of any and all related liens) on or other costs or make any other payment in connection with the Debt Financing prior to the Closing Date; (4g) take delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any action that would result other necessary notices, to allow for the payoff, discharge and termination in a breach full at the Closing of any Contract 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 Affiliatesall indebtedness; (5h) authorizeproviding authorization letters to the lenders under the Debt Financing authorizing the distribution of information to prospective lenders or investors, execute in connection with any marketing efforts in connection with the Debt 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 consummation of the Debt Financing; and (j) if requested by the Investors (in connection with the arrangement of the Debt Financing) or deliver lenders under the Debt Financing at least three (3) Business Days prior to the Closing Date, within a reasonable time furnishing the lenders under the Debt Financing with all documentation and other information about the Company and the Company Subsidiaries and Affiliates as is reasonably requested by such lenders relating to applicable “know your customer” anti-money laundering and any definitive documentation 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 certificates interest therein except for the limited rights expressly provided in this sentence) in connection with the Debt Financing so long as such logos are used solely in a manner that would is not intended to nor reasonably likely to harm or 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 Representatives and Affiliates provide, such cooperation as may be reasonably requested by the Investors in connection with obtaining alternative financing from alternative sources. (k) No lender under the 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 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 Date or that are not conditioned upon Closing; (6) be responsible for the preparation agree to any change or modification of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliatesexisting certificate, nor any of their respective directors document, instrument 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g). Parent acknowledges and agrees agreement that none of the Company, its Subsidiaries and their respective Affiliates shall, is effective prior to the Closing. (m) Notwithstanding anything in this Agreement to the contrary, incur none of the Company or the Company Subsidiaries shall be required to (a) pay any liability to any Person commitment or other similar fee, including under any Debt Financing and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective directors, officers, employees, representatives and advisors, from and against guarantee or pledge or 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, other document relating to the Debt Financing and prior to the Closing or (b) enter into any information utilized binding agreement or commitment or any resolution or otherwise take any corporate or similar action with respect to the Debt Financing that, in connection therewitheach case, other than incurred as a result is not conditioned on the occurrence of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive the termination of this AgreementClosing.

Debt Financing. (i) From the date of this Agreement until the Closing, 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 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 the Debt FinancingRequisite Investors. 2.15.2 To the extent legally permissible, including the following (it being understood and agreed that in no event shall any party be required to take any action in respect each of the following to Investors shall furnish the extent that doing so would be commercially unreasonable): (1) assisting Financing Banks, as promptly as reasonably practicable, with the preparation of appropriate financial and 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; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary appropriate confidentiality undertakings from Financing Sourcessatisfactory to each of the Investors. In addition, furnishing each of the Investors shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” Banks with information reasonably or customarily requested (and in such Investor’s possession) by the Financing Sources or such Banks regarding the financial condition, business, operations and other pertinent information available assets of the Company, in order for the Financing Banks to evaluate the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with and the terms of the Debt Commitment Letter as in effect on Financing. Each of the date hereof; (5) requesting its independent accountants Investors further agrees to cooperate with and reasonably assist in preparing customary providing information required for the preparation of materials for the Financing Banks, including information memoranda and appropriate information packages and offering materials (including customary comfort letters) to the extent similar documents required in connection with the marketing Debt Financing. For the avoidance of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employeesdoubt, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing nothing in this Section 5.4(g) 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 the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber personally pledge 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 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 in effect as fiduciary duties and other obligations 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (i) From Prior to the date of this Agreement until the ClosingClosing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives to, at the Parent’s expense, use commercially reasonable efforts to provide provide, to the Parent Parties, in each case at Parent’s sole expense, all customary cooperation reasonably requested in writing by Parent (e-mail being sufficient) in connection with obtaining the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Acquired Companies and the Company Properties effective as of or after the Partnership Merger Effective Time (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 appropriate and 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 preparation use of any customary pledge and security documents, other definitive financing documents consistent the Acquired Company’s logos in connection with the Debt Commitment Letter as Financing; provided that such logos are used solely in effect on a manner that is not intended to, nor reasonably likely to, harm or disparage the date 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 Parent to complete the Mergers and the other transactions contemplated by this Agreement, closing certificates or other similar documents ; (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 ClosingCompany; (314) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent Parent, and no earlier than immediately prior to the extent required to consummate Partnership Merger Effective Time on the Debt Financing in accordance with Closing Date, and provided such actions would not adversely affect the terms Tax status of the Debt Commitment Letter as 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 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Company, properties or other assets, in effect on each case, pursuant to documentation reasonably satisfactory to Parent and the date hereofCompany; (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 as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 ClosingFinancing. (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 5.4(g7.12(a)(i) requires if the CompanyCompany 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 and their respective Affiliates to: (1or Representatives to provide, cooperation under Section 7.12(a)(i) provide any assistance to the extent it would interfere that it: (i) unreasonably interferes with the ongoing business or operations of the CompanyAcquired Companies; (ii) requires the Acquired Companies to incur any liability (including, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Companywithout limitation, 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 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 any Contract in effect as this Agreement because of the failure to deliver any financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof, result 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 officers, employees, representatives and advisors, 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 5.4(g7.12 (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 present and former directors, officers, employeesemployees and agents (collectively, representatives and advisors, 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 5.4(g7.12(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 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 documents consistent with the Debt Commitment Letter as in effect on the date of this Agreementdocuments, closing certificates or other similar documents as may be reasonably requested by Parent to be effective only at the ClosingClosing and only to the extent required by the Debt Financing; (3) facilitating the pledging of collateralcollateral and the delivery of insurance certificates to the extent required by the Debt Financing; (4) subject to receipt by Parent the Company of customary confidentiality undertakings from Financing Sourcesa 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 Sources (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 in accordance with the terms of the Debt Commitment Letter as in effect on the date hereofFinancing; (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 as set forth in the Debt Commitment Letter as in effect on the date of this AgreementFinancing; (6) making available appropriate senior officers and employeesto 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 5.4(g); and6.4(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 5.4(g6.4(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 5.4(g6.4(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 AffiliatesAffiliates 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) 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 Contract in effect as of the date hereofContract, 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 officers, employees, representatives and advisorsRepresentatives, in connection with their respective obligations pursuant to this Section 5.4(g6.4(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 directors, officers, employees, representatives and advisorsRepresentatives, 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 5.4(g6.4(d) shall survive the termination of this Agreement.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company Buyer shall, and shall cause its Representatives Affiliates to, at the Parent’s expense, 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 Closing. (b) Prior to the Closing, Sellers shall use their commercially reasonable 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 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 arrangement of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing certificates or other similar documents Financing as may be reasonably requested by Parent to be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing SourcesBuyer, furnishing to the Financing Sources identified by Parentin each case, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required within their control and at the sole cost of the Buyer, including: (i) furnishing Buyer and its lenders (each a “Debt Financing Source”), such information reasonably requested, to consummate which Sellers have access, by any Debt Financing Source that is reasonably necessary to prepare a customary information memorandum and other customary presentation materials for the syndication of the Debt Financing; (ii) cooperating with the Debt Financing Sources involved 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 Financing as set forth in to provide access to the Debt Commitment Letter as in effect on the date of this Agreement; Sellers’ assets, cash management and accounting systems; (6iii) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g); and (8) taking all necessary corporate or entity actions, which shall may be conditioned on the occurrence of the Closing, that are reasonably requested by Parent to permit any of the actions contemplated by this Section 5.4(g) required Buyer in connection with the consummation of the Debt Financing Financing; and (iv) otherwise reasonably cooperating in Buyer’s efforts to permit obtain the proceeds thereof to be made available to Parent at the ClosingDebt Financing. (iic) Nothing Notwithstanding anything in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance Agreement to the extent it would interfere with the ongoing business or operations of the Companycontrary (including this Section 8.11(c)), its Subsidiaries and their respective Affiliates; (2) encumber neither Sellers nor any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; or representatives shall: (3i) require the Company, its Subsidiaries and their respective Affiliates be required to pay any commitment or other feefee or reimburse any expenses 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, expenses officer or other costs employee of Sellers or make any other payment 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 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, officers, employees, representatives and advisors, 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 5.4(g) 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. (i) From Prior to the date of this Agreement until the ClosingClosing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives to, at the Parent’s expense, use commercially reasonable efforts to provide provide, to Parent and Merger Sub, in each case at Parent’s sole expense, all customary cooperation reasonably requested in writing by Parent (e-mail being sufficient) in connection with obtaining the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Acquired Companies and the Company Properties effective as of or after the Merger Effective Time (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 appropriate and 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 preparation use of any customary pledge and security documents, other definitive financing documents consistent the Acquired Company’s logos in connection with the Debt Commitment Letter as Financing; provided that such logos are used solely in effect on a manner that is not intended to, nor reasonably likely to, harm or disparage the date 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 Parent to complete the Merger and the other transactions contemplated by this Agreement, closing certificates or other similar documents ; (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 ClosingCompany; (314) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent Parent, and no earlier than immediately prior to the extent required to consummate Merger Effective Time on the Debt Financing in accordance with Closing Date, and provided such actions would not adversely affect the terms Tax status of the Debt Commitment Letter as 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 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Company, properties or other assets, in effect on each case, pursuant to documentation reasonably satisfactory to Parent and the date hereofCompany; (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 as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 ClosingFinancing. (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 5.4(g7.12(a)(i) requires if the CompanyCompany 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 and their respective Affiliates to: (1or Representatives to provide, cooperation under Section 7.12(a)(i) provide any assistance to the extent it would interfere that it: (i) unreasonably interferes with the ongoing business or operations of the CompanyAcquired Companies; (ii) requires the Acquired Companies to incur any liability (including, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Companywithout limitation, 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 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 any Contract in effect as this Agreement because of the failure to deliver any financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof, result 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 officers, employees, representatives and advisors, 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 5.4(g7.12 (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 present and former directors, officers, employeesemployees and agents (collectively, representatives and advisors, 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 5.4(g7.12(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 Company shall notify Acquirer promptly after gaining actual knowledge that any of the date of this Agreement until the Closing, the Company Financial Information is not or ceases to be Compliant. (b) The Company shall, and shall cause each of the Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, at the Parent’s expense, use reasonable best efforts to provide customary to Acquirer such cooperation and assistance, as may be reasonably requested by Parent Acquirer in connection with obtaining the debt financing contemplated by the Debt Commitment Letter (the “Debt Financing”) (provided that such cooperation and assistance does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), which shall include using reasonable best efforts to: (i) cause its legal, finance and accounting and management teams, with appropriate seniority and expertise, including its senior executive officers, and external auditors and counsel to assist in preparation for and to participate in a reasonable number of meetings (including meetings with prospective lenders), presentations, due diligence sessions, drafting sessions and sessions with rating agencies, in each case, upon reasonable notice; (ii) assist with the syndication or other marketing of the Debt Financing, including assisting Acquirer with preparation by Acquirer of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials, marketing documents and similar documents customarily required in connection with the Debt Financing, including the following (it being understood marketing 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):syndication thereof; (1iii) assisting furnish Acquirer and the Debt Financing Sources with the Company Financial Information and, upon any Company Financial Information ceasing to be Compliant, to supplement or update the Company Financial Information so that it is Compliant, and assist Acquirer with Acquirer’s preparation of appropriate pro forma financial information, projections and other sections of any customary materials for rating agency presentations, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar marketing documents reasonably required by Parent in connection with the Debt Financing; (2iv) reasonably cooperate with requests for due diligence from Acquirer or potential Debt Financing Sources; (v) assist Acquirer in obtaining corporate and facilities ratings in connection with the Debt Financing; (vi) facilitate the pledging of collateral of the assets of the Company or the Subsidiaries (including assisting with the execution, preparation and delivery of original stock certificates (or local equivalents) and other certificated securities of the Company or the Subsidiaries that are to be pledged under the Debt Financing and original stock powers executed in blank (or local equivalents) to the Debt Financing Sources (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date) and take reasonable steps necessary to permit the Debt Financing Sources to evaluate the assets and cash management and accounting systems for purposes of establishing collateral arrangements to the extent customary and not unreasonably interfering with the business of the Company and the Subsidiaries; provided that no pledge shall be effective until the Closing and the delivery of any customary pledge such original stock certificates and security documents, other definitive financing documents consistent with the Debt Commitment Letter as certificated securities and original stock powers shall be delivered 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 escrow pending release at the Closing; (3vii) facilitating furnish Acquirer and the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Debt Financing SourcesSources promptly, furnishing and in any event at least three Business Days prior to the Closing Date to the extent requested in writing at least ten Business Days prior to the Closing Date, with all documentation and other information required by Governmental Entities with respect to the Debt Financing Sources identified by Parent, as promptly as practicable, any under applicable “know your customer” information requested by and anti-money laundering rules and regulations, including the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms USA PATRIOT Act (Title III of the Debt Commitment Letter as in effect on the date hereof; Pub. L. 107-56 (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) signed into law October 26, 2001), to the extent required in respect of the Company or any Subsidiaries; (viii) take all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Acquirer to permit the consummation of the Debt Financing; provided that neither the board of the directors or governing body of the Company nor any board of directors or governing body of any Subsidiary shall be required to enter into any resolutions or take similar action approving the Debt Financing; (ix) assist with the preparation of and providing information necessary for completion of any solvency or other financial certificate delivered by Acquirer, the schedules to any pledge and security documents and other definitive financing documents in connection with the marketing Debt Financing; (x) cooperate with the execution of, any pledge and security documents and other definitive financing documents to the extent being executed by any Person who is an officer of the Debt Financing as Company or any Subsidiary prior to the Merger (which such documentation will not be effective until the occurrence of the Closing); (xi) cooperate in satisfying the conditions precedent set forth in the Debt Commitment Letter as in effect on or any definitive document relating to the date Debt Financing to the extent satisfaction of this Agreementsuch condition requires the cooperation of, or is within the control of, the Company and the Subsidiaries; (6xii) making available appropriate officers obtain and employeesprovide customary authorization letters with respect to Company Financial Information included in the bank information memoranda, on reasonable advance notice, waivers and insurance certificates and endorsements to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions the extent reasonably requested by Acquirer or in similar positions after the Closing, to execute documents in accordance with this Section 5.4(g)Debt Financing Sources; and (8) taking all xiii) take such action as may be necessary corporate to satisfy and discharge the Company Notes and terminate the Company Credit Agreement and any other related collateral agreement, guaranty or entity actionssimilar agreement, effective at the Effective Time (and upon payment by Acquirer at such time of any outstanding obligations under the Company Credit Agreement and the amounts contemplated by Section 5.16(c) with respect to the Company Notes), and to obtain a customary payoff letter with respect to the Company Credit Agreement on or prior to the Closing or deliver a notice of redemption with respect to the Company Notes on or prior to the Closing as reasonably requested by Acquirer and, with respect to the notice of redemption, in accordance with Section 5.16(c) and Section 5.16(d). (c) In coordination with Acquirer, at Acquirer’s request, the Company shall (i) send a notice of redemption with respect to the Company Notes (which shall be in form required under the Company Indenture and conditioned on solely upon the occurrence consummation of the Closing, reasonably requested by Parent if sent prior to permit any of the actions contemplated by this Section 5.4(g) required in connection with Closing, and shall become irrevocable upon the consummation of the Debt Financing and Closing) to permit Wilmington Trust, National Association, as trustee under the proceeds thereof to be made available to Parent at Company Indenture (the Closing. “Trustee”), (ii) Nothing in this Section 5.4(g) requires take such actions as may be required under the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance Company Indenture to cause the extent it would interfere Trustee to proceed with the ongoing business or operations redemption of such Company Notes and to provide the notice of redemption (conditioned upon consummation of the CompanyClosing, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates if provided prior to the Closing;, and which shall become irrevocable upon the consummation of the Closing) to the holders of such Company Notes pursuant to the Company Indenture and (iii) take all other actions and prepare and deliver all other documents required under the Company Indenture (including any officers certificates and legal opinions) as may be required under the Company Indenture to issue a notice of redemption (conditioned upon consummation of the Closing, if issued prior to the Closing) for such Company Notes in accordance with the Company Indenture providing (x) for the redemption on the Closing Date or such later date as shall be specified by Acquirer of all of the outstanding aggregate principal amount of such Company Notes (together with all accrued and unpaid interest and applicable Prepayment Premiums related to such Company Notes) and (y) to the extent requested by Acquirer, for satisfaction and discharge of the Company Notes (the “Redemption”) and the Company Indenture, pursuant to the requisite provisions of the Company Indenture (subject to the consummation of the Closing, if sent prior to the Closing, and which shall become irrevocable upon the consummation of the Closing, and the irrevocable deposit with the Trustee on the Closing Date of funds sufficient to pay in full the outstanding aggregate principal amount of, and accrued and unpaid interest through the redemption date on, and applicable Prepayment Premiums related to, such Company Notes, as arranged and deposited by Acquirer). (3d) The notice of redemption delivered to the Trustee and holders of the Company Notes (if delivered prior to Closing) shall state that the redemption date may be delayed until such time as any condition to redemption stated therein shall be satisfied (which shall be limited to consummation of the Closing) or such Redemption may not occur and such notice may be rescinded in the event such condition shall not have been satisfied. At the Closing, Acquirer shall make, or cause to be made, a deposit with the Trustee of funds sufficient to pay in full the outstanding aggregate principal amount of, accrued and unpaid interest through the redemption date on, and applicable Prepayment Premiums related to, such Company Notes. (e) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 5.16 shall require the CompanyCompany or any of the Subsidiaries or their Representatives, its Subsidiaries and their respective Affiliates as applicable, to pay any commitment or other feefees or reimburse any expenses with respect to the Debt Financing and the Redemption or incur any Liability or give any indemnities with respect to such Debt Financing or the Redemption that are not contingent upon the Effective Time. Any of the out-of-pocket costs incurred by the Company, expenses the Subsidiaries and their Representatives in connection with the arrangement of the Debt Financing or other costs or make any other payment the Redemption shall be deemed excluded from the definition of Transaction Expenses. The Company hereby consents to the use of all of the Company’s and the Subsidiaries’ logos in connection with the Debt Financing prior Financing; provided that such logos are used solely in a manner that is not intended to harm or disparage the Company or any of its Affiliates or their reputation or goodwill. Notwithstanding the foregoing, (A) nothing in this Section 5.16 shall require cooperation or assistance to the extent that it would (x) cause any condition to the Closing Date; (4) take set forth in Section 6.1 or Section 6.3 to not be satisfied or otherwise cause any action that would result in a breach of this Agreement, (y) reasonably be expected to conflict with or violate any Contract Applicable Law or (z) cause the Company and/or the Subsidiaries to violate any obligation of confidentiality (not created in effect as contemplation hereof) binding on the Company and/or the Subsidiaries (provided that in the event that the Company and/or the Subsidiaries do not provide information in reliance on the exclusion in this clause (z), the Company and/or the Subsidiaries shall use commercially reasonable efforts to provide notice to Acquirer promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality)), (B) none of the date hereofdirectors of the Company or any Subsidiary, result acting in a violation of Law such capacity, shall be required to execute, deliver or result in a violation of organizational enter into or perform any agreement, document or instrument with respect to the Debt Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which such Debt Financing is obtained and (C) none of the Company, its the Subsidiaries and or their respective Affiliates directors, officers or impose employees shall be required to execute, deliver or enter into, or perform any liability on the Companyagreement, its Subsidiaries and their respective Affiliates; (5) authorize, execute document or deliver any definitive documentation or certificates in connection instrument with respect to the Debt Financing contemplated by the Debt Commitment Letter that is not contingent upon the Closing or that would be effective prior to the Closing Date Effective Time. Nothing hereunder will require any officer or Representative of the Company or any of the Subsidiaries to deliver any certificate or opinion or take any other action that are not conditioned upon Closing; (6) be responsible for would result in personal liability to such officer or representative. None of the preparation Company or the Subsidiaries shall have any liability to Acquirer or Merger Sub in respect of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliatesinformation or data or other information provided pursuant to this Section 5.16 or Section 5.17, nor any of their respective directors or officersincluding financial statements, are required to take any action except in the capacity as a member case of the board of directors fraud. Acquirer shall indemnify, defend and hold harmless each of the Company, its the 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, officers, employees, representatives and advisors, Representatives 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 the performance of their respective obligations under this Section 5.16 and Section 5.17 and any information utilized in connection therewith, other than except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred as a result by any of such parties’ gross negligence, them arose out of or resulted from (x) the willful misconduct of the Company, the Subsidiaries or intentional fraudtheir respective Representatives or (y) the Company Financial Statements, the Company Financial Information or any other information provided by (or authorized by the Company to be provided by) the Company, the Subsidiaries, their Representatives or their Affiliates for use in or in connection with the Debt Financing. The obligations For the avoidance of Parent doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.4(g) shall survive 5.16 and Section 5.17 represent the termination sole obligation of this Agreementthe Company and the Subsidiaries with respect to cooperation and assistance in connection with the arrangement of the Debt Financing.

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, consummate and obtain the Debt Financing. (b) Prior to the Closing or the earlier expiration or termination of the Marketing Period, the Company Entities shall, and shall use reasonable best efforts to cause its their respective officers, directors, employees and Representatives to, at the Parent’s sole cost and expense, use reasonable efforts to 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 any of such Debt Financing and with reasonable advance notice and at dates, times and locations as may be mutually agreed; (iii) upon reasonable prior written notice, assisting Parent and the Debt Financing, including the following (it being understood and agreed that Financing Sources 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 (A) confidential information memoranda, lender presentations and customary 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 Xxxxxx 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 documentstaking all corporate actions, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 that are necessary to permit any of the actions contemplated by this Section 5.4(g) 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 Closing.Closing and the other transactions contemplated by this Agreement; (iivi) Nothing in this Section 5.4(g) requires providing customary authorization and representation letters to the Debt Financing Sources, executed by or on behalf of the Company, authorizing the distribution of information to prospective lenders or investors and containing customary representations to the Debt Financing Sources regarding the accuracy and completeness of the information contained therein with respect to the Company and its Subsidiaries and, with respect to any “public version” of such materials, the absence of any material non-public information with respect to the Company and their respective Affiliates to: its Subsidiaries therein and that such written factual information (1) provide any assistance other than customary exceptions), when taken as a whole, to the extent it provided by the Company 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; (vii) 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 giving effect to the transactions contemplated herein and (B) 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 the Company to provide reasonable and customary assistance and cooperation in connection with the Debt Financing, including using reasonable best efforts to cause such independent auditors to 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 advance of 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 (x) providing, 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-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. provided, that such requested cooperation does not unreasonably interfere with 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; (2) encumber Subsidiaries to incur 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 liability or pay any commitment fee or other fee, expenses or other costs or make any other payment 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 Contract in effect as Company Entity or any committee thereof to adopt a consent or resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained or incur any personal liability, (d) the Company Entities or any 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant Subsidiaries to this Section 5.4(g). 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 Xxxxxx Sub shall indemnify, defend and hold harmless the Company, its Subsidiaries Company Entities and their respective Affiliatesshareholders, and their respective directorsmanagers, members, officers, directors, employees, representatives other Affiliates, agents and advisors, 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 5.4(gparagraph (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, Xxxxxx and Xxxxxx 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 the date of this Agreement hereof until the ClosingEffective Time, the Company shall, and shall use its reasonable best efforts to cause its Representatives each of their respective officers, directors, employees and representatives to, at the Parent’s expense, use reasonable efforts to provide customary such cooperation as is reasonably requested by Parent in connection with obtaining the Debt arrangement of the 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 appropriate and customary materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter as in effect on the date hereof; (5C) requesting its independent accountants to cooperate with provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to prepare and assist in preparing customary use their audit reports relating to the Company and appropriate information packages and offering materials (including customary any necessary “comfort letters,” (D) forming, on or prior to the Closing Date, new wholly owned subsidiaries, and transferring assets into those subsidiaries, to the 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 Parent to obtain surveys, engineering reports, zoning reports, environmental reports and appraisals required by the Financing Commitments with respect to the Owned Real Property. Parent shall pay to the Company any costs or expenses incurred by the Company in connection with the marketing of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 Closingforegoing. (iib) Nothing Notwithstanding the foregoing or Section 4.4 or 5.3(c), the parties acknowledge and agree that nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: Agreement shall (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3i) 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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract in effect as of the date hereof, result in a violation of Law Stockholders 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g). 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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this Agreementfunds sought by Parent.

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, consummate and obtain the Debt Financing. (b) Prior to the Closing or the earlier expiration or termination of the Marketing Period, the Company Entities shall, and shall use reasonable best efforts to cause its their respective officers, directors, employees and Representatives to, at the Parent’s sole cost and expense, use reasonable efforts to 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 any of such Debt Financing and with reasonable advance notice and at dates, times and locations as may be mutually agreed; (iii) upon reasonable prior written notice, assisting Parent and the Debt Financing, including the following (it being understood and agreed that Financing Sources 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 (A) confidential information memoranda, lender presentations and customary 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 Xxxxxx 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 documentstaking all corporate actions, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 that are necessary to permit any of the actions contemplated by this Section 5.4(g) 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 Closing.Closing and the other transactions contemplated by this Agreement; (iivi) Nothing in this Section 5.4(g) requires providing customary authorization and representation letters to the Debt Financing Sources, executed by or on behalf of the Company, authorizing the distribution of information to prospective lenders or investors and containing customary representations to the Debt Financing Sources regarding the accuracy and completeness of the information contained therein with respect to the Company and its Subsidiaries and, with respect to any “public version” of such materials, the absence of any material non-public information with respect to the Company and their respective Affiliates to: its Subsidiaries therein and that such written factual information (1) provide any assistance other than customary exceptions), when taken as a whole, to the extent it provided by the Company 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; (vii) 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 giving effect to the transactions contemplated herein and (B) 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 the Company to provide reasonable and customary assistance and cooperation in connection with the Debt Financing, including using reasonable best efforts to cause such independent auditors to 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 advance of 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 (x) providing, 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-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. provided, that such requested cooperation does not unreasonably interfere with 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; (2) encumber Subsidiaries to incur 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 liability or pay any commitment fee or other fee, expenses or other costs or make any other payment 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 Contract in effect as Company Entity or any committee thereof to adopt a consent or resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained or incur any personal liability, (d) the Company Entities or any 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant Subsidiaries to this Section 5.4(g). 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 Xxxxxx Sub shall indemnify, defend and hold harmless the Company, its Subsidiaries Company Entities and their respective Affiliatesshareholders, and their respective directorsmanagers, members, officers, directors, employees, representatives other Affiliates, agents and advisors, 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 5.4(gparagraph (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 Xxxxxx. (d) Without limiting the effect of Section 8.10, Xxxxxx and Xxxxxx 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. (i) From the date of this Agreement until the Closing, Parent shall keep the Company (on behalf of the Sellers) 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 the terms of applicable confidentiality undertakings). Each of Parent and CanCo shall, and shall cause each of its Affiliates to, use its reasonable best efforts to (i) consult with the Sellers and their Representatives in connection with the timing, marketing and syndication of any Debt Financing and the negotiation of 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 fee letters) in connection with any Debt Financing; provided, however, that neither Parent nor CanCo 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. (ii) LCCI shall, and the Company shall cause LCCI to, at the Parent’s sole cost and expense, use their reasonable best efforts to provide customary cooperation reasonably requested by Parent cooperate with the Buyers and their authorized Representatives in connection with obtaining the arrangement of any Debt Financing, including the following (it being understood A) participating, on reasonable advance notice, in a reasonable number of meetings and agreed that in no event shall any party be required at reasonable locations, with respect 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 drafting sessions, presentations, offering documentsroad shows, bank sessions with rating agencies and due diligence, (B) furnishing such financial and other 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Buyers in connection with the marketing such Debt Financing; and (C) providing assistance in respect of the Debt Financing as set forth preparation of any underwriting or placement agreements, informational and marketing materials, and pledge and security documents and other definitive financing documents; provided, that, in the Debt Commitment Letter as in effect on the date each of this Agreement; (6A) making available appropriate officers and employeesthrough (C), on reasonable advance noticeany private placement memoranda, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions offering memoranda or in similar positions after the Closing, to execute documents in accordance with this Section 5.4(g); and (8) taking all necessary corporate or entity actions, which shall prospectuses need not be conditioned on the occurrence of the Closing, reasonably requested issued by Parent to permit any of the actions contemplated by this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing Seller prior to the Closing Date; , (4y) take no Seller be required to become subject to any action obligations or liabilities with respect to such agreements or documents prior to the Closing Date and (z) nothing shall obligate any Seller to provide a solvency certificate or any similar certificate, to declare or make any determinations with respect to 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 in effect as of the date hereof, result in a violation of Law confidentiality or result in a violation of organizational documents applicable Law or loss 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 privilege. Any information provided to the Closing Date or that are not conditioned upon Closing; (6Buyers pursuant to this Section 6.10(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 the Company, its Subsidiaries and their respective Affiliates, and their respective officers, employees, representatives and advisors, Sellers in connection with their respective obligations pursuant to this Section 5.4(g)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 CanCo 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 their agree that no Seller or any of its respective Affiliates shalland Representatives 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 CanCo may raise in connection with the Transactions unless attributable to their gross negligence or a material breach of their obligations under Section 6.10(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 6.10(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 6.10(b)(ii). Parent and CanCo shall, on a joint and several basis, indemnify and hold harmless the CompanySellers, its Subsidiaries their Affiliates and their respective Affiliates, and their respective directors, officers, employees, representatives and advisors, 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 6.10(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 Canadian Obligations and the Liz Obligations, (A) Parent shall have no obligations under Section 5.7 and this Section 6.10 (other than incurred as a result the final sentence of Section 6.10(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 5.4(g) shall survive the termination of this Agreement6.10.

Debt Financing. (a) (i) From the date of this Agreement until the Closing, the Company Seller shall, and shall cause its Representatives Subsidiaries to, at and shall request that its and its Subsidiaries’ independent auditors, legal counsel and other advisors, provide reasonable cooperation in connection with the Parentarrangement of the Debt Financing as may be reasonably requested by Purchaser or its Affiliates, including: (A) participating in a reasonable number of management presentations and due diligence sessions for the benefit of Purchaser’s expenseDebt Financing sources; provided that the persons participating in such management presentations shall be limited to Covered Employees; (B) providing Purchaser and its financing sources with all financial and other pertinent information regarding the Business as may be reasonably requested by the lenders of Purchaser that is of the type and form customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act of 1933, use as amended; provided that 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; (C) using reasonable efforts to provide customary cooperation obtain accountants’ comfort letters, accountants’ reports and accountants’ consents reasonably requested by Parent in connection with obtaining 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 necessary in connection with the Debt Financing; (2D) assisting reasonably cooperating with the preparation of any customary pledge and security documents, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms Purchaser’s facilitation 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 delivery in connection with the marketing of the Debt Financing as set forth in of collateral security, surveys and title insurance with respect to the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g)Business; and (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence E) reasonably cooperating with surety bond and letter of the Closing, reasonably requested by Parent credit providers with respect to permit any of the actions contemplated by this Section 5.4(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. Financing; provided that (iix) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would such requested cooperation does not unreasonably interfere with the ongoing business or operations of the CompanySeller and its Subsidiaries, (y) neither Seller nor any of its Subsidiaries and their respective Affiliates; (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 shall be required to pay any commitment or other fee, expenses similar fee or other costs or make incur any other payment liability (for which it is not indemnified by Purchaser) in connection with the Debt Financing prior and (z) Seller and its representatives shall not be required to the Closing Date; (4) take any action that would result in a breach of any Contract 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 certificates or certificates legal opinions 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 Financing. Purchaser shall reimburse Seller 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 out-of-pocket costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this AgreementFinancing.

Debt Financing. (ia) From Prior to the date of this Agreement until the ClosingEffective 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 the Debt FinancingFinancing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the 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 appropriate and 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, other definitive financing delivering documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing 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 solvency matters prior to the Effective Time and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) reasonably facilitating the pledging of collateral and the granting of corporate guaranties (to be effective only at after the Closing; Effective Time), (3v) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such furnishing Parent and its debt financing sources with financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent Parent, (vi) satisfying the conditions set forth in paragraphs (1) – (15) of Exhibit D to the Debt Financing Letter (to the extent the satisfaction of such conditions required to consummate the Debt Financing in accordance with the terms actions by or cooperation of the Debt Commitment Letter as in effect on the date hereof; Company or any of its Subsidiaries and (5vii) requesting using its independent accountants reasonable efforts to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary obtain accountants’ comfort letters) to the extent required in connection with the marketing of the Debt Financing , legal opinions, surveys and title insurance as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g); and (8) taking all necessary corporate or entity actions, which shall may be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit Parent; provided that none of the Company or any of the actions contemplated by this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 shall be required to pay any commitment or other fee, expenses similar fee or other costs or make incur any other payment 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 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 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 officers, employees, representatives and advisors, 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 5.4(gcall 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 directors, officers, employees, representatives and advisors, 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 5.4(g5.13(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. 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, the Company shall, and shall cause its Representatives Subsidiaries to, at the Parent’s expense, and shall use commercially reasonable 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 satisfying the conditions precedent contained in the Debt Commitment Letters and the arrangement of 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 appropriate and 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 delivering definitive financing documents, including pledge, guaranty agreements and security documents, documents and other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing certificates or other similar documents (including interest rate hedging agreements) as may be reasonably requested by Parent to be effective only at the Closing; (3) Parent, and otherwise reasonably facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from , in connection with the Debt Financing Sources, furnishing immediately prior to the Financing Sources identified Effective Time; provided that no obligation of the Company or any of its Subsidiaries under any such agreement, document or pledge shall be effective until the Effective Time, (v) providing reasonable access to the books and records, officers, directors, agents and Representatives of the Company and its Subsidiaries, (vi) 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 requested by the using commercially reasonable efforts to furnish to Parent and its Financing Sources or such all financial and other pertinent information available to the Company regarding the Company as may be and its Subsidiaries reasonably requested by Parent Parent, to the extent required within the Company’s custody or control, including all information and data necessary to consummate satisfy the Debt Financing 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 Financing as conditions set forth in the Debt Commitment Letter as in effect on Letters, and providing authorization letters to Financing Sources authorizing the date distribution of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, information to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; or investors, in each case subject to confidentiality agreements reasonably requested by the Company, (7viii) permitting appropriate officers, who will continue in such positions or in similar positions after the Closing, to execute documents in accordance with this Section 5.4(g); and (8) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements in connection with the Debt Financing and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor any obligation of the Company or any of its Subsidiaries, thereunder shall be effective until the Effective Time, (ix) taking all corporate or entity actions, which shall be conditioned on subject to the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 5.4(g) required in connection with the consummation of the Debt Financing and to permit the direct borrowing or incurrence of all of the proceeds thereof of the Debt Financing, including any 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 made available to Parent delivered at Closing, provided that no such payoff letter, lien releases or terminations or instruments shall be effective until the Closing. Effective Time, and (iixi) Nothing in this Section 5.4(g) requires furnishing Financing Sources as promptly as practicable with all documentation and other information which any lender providing or arranging the Company, its Subsidiaries Debt Financing has reasonably requested and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 that such lender has determined is required by 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 in effect as Effective Time or which is not subject to the occurrence of the date hereofClosing. Parent shall promptly, 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 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 officers, employees, representatives and advisorsas 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 5.4(g). 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 directors(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, 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 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 5.4(g) shall survive the termination of this AgreementAlternative Financing.

Debt Financing. (a) Purchaser shall use its commercially reasonable efforts to obtain the Debt Financing, on the terms and conditions set forth in the Debt Financing Agreement, on or prior to April 30, 2006. Purchaser shall keep Seller informed on a current basis of the status of the financing process relating thereto. In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Purchaser will (i) use its commercially reasonable efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the proceeds from the Equity Financing, to pay the Required Amounts) on substantially equivalent or more favorable terms from other sources and which do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Financing, and (ii) promptly notify Seller of such unavailability and the reason therefor. From the date hereof until the first to occur of a termination of this Agreement in accordance with Article X or the Closing Date, Purchaser will not, without the prior written consent of Seller, (A) amend the Debt Financing Agreement in order to include additional conditions to the consummation of the Debt Financing, or (B) terminate the Debt Financing Agreement, unless the Debt Financing becomes unavailable and Purchaser is using its commercially reasonable efforts to obtain alternative debt financing in accordance with this Section 5.17(a). (b) From the date of this Agreement until the Closing, the Company shallSeller shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its Affiliates and each of its and their respective Representatives to, at the Parent’s expense, use reasonable efforts to provide customary all cooperation reasonably requested by Parent Purchaser in connection with obtaining the arrangement of the Debt Financing (or the arrangement of the alternative debt financing, if any, contemplated by Section 5.17(a)), including using commercially reasonable efforts to (A) cause appropriate officers and employees of the Business (x) to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders, rating agencies and investors in meetings, presentations, road shows and due diligence sessions, (y) to provide reasonable and customary management and legal representations to auditors and (z) to provide reasonable and timely assistance with the preparation of business projections and similar materials, (B) otherwise reasonably cooperate with the marketing efforts of Purchaser and its financing sources for any of the Debt Financing, including (C) furnish Purchaser with timely financial and other pertinent information regarding the following Business and the L Tape Product line as shall exist (it being understood and agreed that in no event shall any party be required or if not existing, using commercially reasonable efforts 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 lettersprepare such financial or other pertinent information) 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 documents 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; Purchaser, (3D) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with satisfy 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 Financing as conditions set forth in the Debt Commitment Letter Financing Agreement, including paragraph 7(b) thereof and in paragraphs (f), (h) and (l) of Exhibit D thereto, (E) assist Purchaser (including by participating in drafting sessions) in the timely preparation of offering, information or syndication documents for any of the Debt Financing or any alternative to all or any portion thereof (“Offering Documents”), (F) facilitate the pledging of collateral and obtaining surveys and title insurance as reasonably requested by Purchaser, (G) obtain customary comfort letters from the auditors of the Seller and consent from such auditors for use of any of their audit reports (including but not limited to by including such reports in effect on any Offering Documents) and SAS 100 reviews, and (H) obtain customary legal opinions or other certificates or documents as may reasonably be requested by Purchaser; provided, that none of the date of this Agreement; opinions, documents and certificates referenced in clause (6H) making available appropriate officers above shall be executed and employees, on reasonable advance notice, to participate delivered except in a reasonable number of meetings connection with prospective lenders the Closing (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 5.4(g); and (8) taking all necessary corporate or entity actions, which effectiveness thereof shall be conditioned on upon the occurrence of the Closing); and provided, reasonably requested by Parent further, that Seller shall not be required to permit provide any of the actions contemplated by this Section 5.4(g) required in connection such assistance which would interfere unreasonably and materially with the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of Seller and its Affiliates. Seller will use its commercially reasonable efforts to provide Purchaser and its financing sources as promptly as practicable (but in no event later than the Companytime periods, its Subsidiaries if any, specified in paragraphs (f), (h) and their respective Affiliates; (2l) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior Exhibit D 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 in connection with the Debt Financing prior Agreement) the audited, unaudited and pro forma and other financial information or data referenced in paragraphs (f), (h) and (l) of Exhibit D and prepared in accordance with the standards set forth in paragraphs (f), (h) and (l) of Exhibit D, the provision of which is a condition to the Closing Date; (4) take any action that would result in a breach of any Contract 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 Agreement pursuant to the Closing Date or that are not conditioned upon Closing; paragraphs (6f), (h) be responsible for the preparation and (l) of any pro forma financial information; or (7) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective AffiliatesExhibit D. Purchaser shall promptly, 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 CompanySeller, reimburse the Company Seller for all reasonable out-of-pocket third party costs and expenses incurred by the Company, its Subsidiaries and their respective Affiliates, and their respective officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, officers, employees, representatives and advisors, from and against any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered Seller or incurred by any of them arising in whole or in part its Affiliates 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From Prior to the date of this Agreement until the ClosingDistributions Time, the Company shallAlberto-Culver agrees to use its reasonable best efforts to provide, and shall to cause its Representatives toSubsidiaries (including Sally and its Subsidiaries) and its and their respective officers, at the Parent’s expenseemployees, use reasonable efforts independent auditors, counsel and other representatives to provide customary provide, all timely cooperation reasonably requested by Parent Investor in connection with obtaining the arrangement of the Debt FinancingFinancing and the revolving loan facilities provided for in the Debt Commitment Letters, including the following (it being understood i) participation in meetings with rating agencies, 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): road shows, (1ii) assisting with the preparation of appropriate and customary materials for rating ratings 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; Financing and the revolving loan facilities provided for in the Debt Commitment Letters, (2iii) assisting with the preparation of executing and delivering any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreementdocuments, closing certificates or other similar certificates (including solvency certificates), legal opinions or documents as may be reasonably requested by Parent to be effective only at the Closing; Investor, (3iv) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such Investor and its financing sources with financial and other pertinent information available to the Company regarding the Company Sally as may be reasonably requested by Parent Investor, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and in compliance with the other rules and regulations promulgated by the SEC and of type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Debt Commitment Letter at the time during Sally’s fiscal year such offerings will be made, including quarterly financial statements for Sally for any financial quarter ended at least 45 days prior to the extent Closing Date and, if reasonably required by Investor’s financing sources, audited annual financial statements for Sally for the year ending September 30, 2006, if such financial statements would be required by Regulation S-X to be included in a Form S-1 registration statement as of the Closing Date and (v) using reasonable best efforts to obtain accountant’s comfort letters, legal opinions, surveys and title insurance as reasonably requested by Investor; provided, however, that no member of the Alberto-Culver Group or any of their respective officers or employees shall be required to consummate execute any document in connection with this Section 6.14(a), no member of the Alberto-Culver Group or their respective officers or employees shall be required to expend out-of-pocket money in connection with this Section 6.14(a), and none of Sally, New Sally or any of their respective Subsidiaries or any of their respective officers or employees shall be required to or execute any document in connection with this Section 6.14(a) which document would be effective at any time before the time that will be immediately prior to the Distributions Time unless an earlier time would be necessary in order to effect the Debt Financing in accordance with which case the terms applicable document shall be effective at such earlier time and such document shall expressly provide that if the Share Distribution does not occur, such document and each of its provisions shall be of no force or effect ab initio; provided further, that nothing in this Section 6.14(a) will require the Debt Commitment Letter as in effect on the date hereof; (5) requesting cooperation of Alberto-Culver or any of its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) Subsidiaries or any of their respective officers or employees to the extent required in connection that it would unreasonably interfere with the marketing business or operations of Alberto-Culver or any of its Subsidiaries. (b) Investor shall use its reasonable best efforts to arrange the Debt Financing as set forth on the terms and conditions described in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employeesprovided that Investor may replace, on reasonable advance noticeamend, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officersmodify, who will continue in such positions supplement or in similar positions after the Closing, to execute documents in accordance with this Section 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 5.4(g) required in connection with the consummation of restate the Debt Financing and Commitment Letter to permit the proceeds thereof to be made available to Parent at the Closing. (ii) Nothing in this Section 5.4(g) requires the Companyadd lenders, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business lead arrangers, bookrunners, syndication agents or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with similar entities which had not executed the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract in effect Commitment Letter as of the date hereof, result in a violation or otherwise so long as the terms would not reasonably be expected to adversely impact the ability of Law Investor or result in a violation any of organizational documents its Affiliates or New Sally, Sally or any of their respective Subsidiaries to consummate the Transactions or the likelihood of consummation of the CompanyTransactions), its Subsidiaries including using reasonable best efforts to (i) maintain in effect the Debt Financing commitment, (ii) satisfy all conditions applicable to Investor to obtaining the Debt Financing set forth therein (including by consummating the financing pursuant to the terms of the Equity Commitment Letter) and their respective Affiliates or impose (iii) consummate the Debt Financing (including utilizing the Interim Loans (as defined in the Debt Commitment Letter)). If any liability portion of the Debt Financing becomes unavailable on the Companyterms and conditions contemplated in the Debt Commitment Letter, Investor shall use its Subsidiaries reasonable best efforts to arrange to obtain alternative financing from alternative sources as promptly as practicable following the occurrence of such event, on terms no less favorable (including cost of capital) than the terms described in the Debt Commitment Letter in an amount sufficient (when taken together with the aggregate proceeds contemplated by the Equity Commitment Letter and their respective Affiliates; (5) authorizethe portion, execute or deliver any definitive documentation or certificates in connection with if any, of the Debt Financing that would remains available under the Debt Commitment Letter on the terms and conditions contemplated therein) to consummate the Transactions; provided that Investor shall not be effective prior required to arrange to obtain alternative financing if such Debt Financing has become unavailable as a result of the failure of Alberto-Culver to comply in any material respect with Section 6.14(a) which failure has not been cured within 20 days following written notice to Alberto-Culver. Investor shall give Alberto-Culver prompt notice of any material breach by any party to the Closing Date Debt Commitment Letter of which Investor becomes aware 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 termination of the board of directors Debt Commitment Letter. Investor shall keep Alberto-Culver informed on a reasonably current basis in reasonable detail of the Company, status of its Subsidiaries and their respective Affiliates efforts 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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, arrange the Debt Financing and any information utilized in connection therewith, other than incurred as a result shall provide copies of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive all documents related to the termination of this AgreementDebt Financing to Alberto-Culver.

Debt Financing. (ia) From the date of this Agreement hereof until the ClosingEffective Time, the Company shall, and shall use its reasonable best efforts to cause its Representatives each of their respective officers, directors, employees and representatives to, at the Parent’s expense, use reasonable efforts to provide customary such cooperation as is reasonably requested by Parent in connection with obtaining the Debt arrangement of the 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 appropriate and customary materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter as in effect on the date hereof; (5C) requesting its independent accountants to cooperate with provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to prepare and assist in preparing customary use their audit reports relating to the Company and appropriate information packages and offering materials (including customary any necessary "comfort letters," (D) forming, on or prior to the Closing Date, new wholly owned subsidiaries, and transferring assets into those subsidiaries, to the 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 Parent to obtain surveys, engineering reports, zoning reports, environmental reports and appraisals required by the Financing Commitments with respect to the Owned Real Property. Parent shall pay to the Company any costs or expenses incurred by the Company in connection with the marketing of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 Closingforegoing. (iib) Nothing Notwithstanding the foregoing or SECTION 4.4 or 5.3(C), the parties acknowledge and agree that nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: Agreement shall (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3i) 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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract in effect as of the date hereof, result in a violation of Law Stockholders 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g). 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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this Agreementfunds sought by Parent.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shallParents and Genco Holdings agree to provide, and shall cause its each Company and their respective Representatives toto provide, at the Parent’s expense, use reasonable efforts to provide customary all cooperation reasonably requested by Parent Buyer and necessary in connection with obtaining the arrangement of 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 appropriate and 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 reasonably required and (iii) execution and delivery by Parent in connection with the Debt Financing; (2) assisting with the preparation Companies of any customary underwriting or placement agreements, pledge and security documents, other definitive financing documents consistent 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 Debt Commitment Letter as in effect on the date of transactions contemplated by this Agreement, closing certificates or other similar documents legal opinions, engineering reports, environmental reports, surveys and title insurance as may be reasonably 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 be effective only at the Closing;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. 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 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. (3b) facilitating Without limiting the pledging generality of collateral;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 their respective Representatives to provide, the following: (41) subject to receipt for each tract of Real Property constituting a power generating site and the power generating assets located thereon owned by Parent one of customary confidentiality undertakings from Financing Sourcesthe Companies (“Plant Real Property”), furnishing and for the Energy Development Center, Texas standard form owner’s (with respect to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial portion thereof constituting Owned Real Property) and other pertinent information available 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 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 regarding 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 Company 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 induce the Title Company to issue the policies, endorsements and 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 consummate 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 Title 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; (iii) 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 Energy Development Center, such evidence of 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 arrange the Debt Financing in accordance with on the terms of and conditions described in the Debt Commitment Letter as in effect Financing Letter, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the date hereof; terms and conditions contained therein and (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort lettersii) to satisfy all conditions applicable to Buyer in such definitive agreements that are within its control. In the extent required in connection with the marketing event any portion of the Debt Financing as 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 that any terms and conditions are not set forth in the Debt Commitment Letter as in effect Financing Letter, on the date of this Agreement;terms and conditions reasonably satisfactory to Buyer. (6d) making available appropriate officers CenterPoint and employeesGenco Holdings shall use commercially reasonable efforts to obtain any waivers, on reasonable advance noticeamendments, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions modifications or in similar positions after the Closing, to execute documents in accordance with this Section 5.4(g); and (8) taking all supplements 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 5.4(g) required in connection with the consummation of transactions contemplated by this Agreement to the Debt Financing Credit Agreement or the Credit Agreement, dated October 7, 2003, among CenterPoint, as Borrower, and to permit the proceeds thereof to be made available to Parent at the ClosingJPMorgan Chase Bank, as Administrative Agent. (iie) Nothing 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 Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates Agreement is terminated prior to the Closing; Public Company Merger Effective Time (3i) require under circumstances in which Buyer would have the Company, its Subsidiaries and their respective Affiliates right to pay any commitment terminate this Agreement under Section 10.1(c) or other fee, expenses or other costs or make any other payment in connection with the Debt Financing prior to the Closing Date; (4ii) take any action that would as a result in a breach of any Contract in effect as of the date hereof, result in a violation of Law or result in a violation of organizational documents failure of the Company, its Subsidiaries and their respective Affiliates conditions set forth in Section 8.3(a) or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (58.3(b) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would to 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 officers, employees, representatives and advisors, Genco Holdings in connection complying with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g6.7(d) shall survive the termination of this Agreementbe paid by CenterPoint.

Debt Financing. (ia) From The Company shall cause the date of this Agreement until the Closing, the Company shallDCL Beneficiary to use its reasonable best efforts to, and shall cause each of its Representatives Subsidiaries to use its reasonable best efforts to, at the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining the Debt Financing, including the following (it being understood arrange 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate obtain the Debt Financing in accordance with the on terms of the Debt Commitment Letter and conditions not less favorable than (taken as in effect on the date hereof; (5a whole) 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 as those set forth in the Debt Commitment Letter (or such other terms as are reasonably acceptable to the DCL Beneficiary and the SPAC, 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 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 clause (c) below), (ii) promptly negotiate and enter into definitive agreements with respect thereto on the date terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms no less favorable (taken as a whole) to the 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 this Agreement;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 the Debt Commitment Letter and such definitive agreements thereto that are within its (or their) 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 and (v) enforce its rights under the Debt Commitment Letter. (6b) making available appropriate officers and employees, on At the reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g); and (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence request of the ClosingSPAC from time to time, the Company shall keep the SPAC reasonably requested by Parent informed as to permit any of the actions contemplated by this Section 5.4(g) required in connection with the consummation status of the Debt Financing and process. The Company shall give the SPAC prompt notice (i) of the termination, written repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to permit the proceeds thereof Debt Financing, (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 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 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, or material default, 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 obligation to fund the Debt Financing or the amount of the Debt Financing to be made available funded at the Closing or (iv) if, at any time, the Company believes in good faith that it will not be able to Parent at obtain all or any portion of 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 pursuant to the foregoing clauses (A) or (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 information reasonably requested in writing by the SPAC relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence (subject to the exclusions and qualifications set forth in the proviso of the immediately preceding sentence). (c) The Company and the DCL Beneficiary shall have the right from time to time to amend, supplement or otherwise modify or waive its 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. (d) The Company and the SPAC each acknowledge and agree that the obtaining of any financing is not a condition to the Closing. (iie) Nothing in For purposes of this Section 5.4(g) requires Agreement (other than with respect to representations made by the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to Company and/or the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action DCL Beneficiary that would result in a breach of any Contract in effect speak as of the date hereof), result in a violation of Law references to (i) “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted or result in a violation of organizational documents of the Companycontemplated to be amended, its Subsidiaries 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 their respective Affiliates replacement or impose substitution permitted or contemplated by Sections 6.10(a), 6.10(c) and/or 8.09, along with any liability on the Company“flex provisions” or other similar terms set forth therein and (iii) “Debt Financing Sources” shall include lenders and other financing sources (including underwriters, its Subsidiaries placement agents and their respective Affiliates; (5initial purchasers) authorize, execute or deliver any definitive documentation or certificates in connection with providing the Debt Financing that would be effective prior pursuant to the Closing Date Debt Commitment Letter, as permitted to be amended, modified, supplemented, restated, replaced or that are not conditioned upon Closing; (6substituted by Sections 6.10(a), 6.10(c) 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shallParent shall use its reasonable best efforts, and shall cause each of its Representatives toSubsidiaries to use its reasonable best efforts, at to 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 Financing Amounts, including using reasonable best efforts to take, or cause 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 on the terms and subject only to the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters, (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letters and the Definitive Agreements within Parent’s expensecontrol and complying with its obligations thereunder (including, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining for the avoidance of doubt, the payment of fees required thereunder) and (iv) enforcing its rights under the Debt Financing, including Commitment Letters. (b) In the following (it being understood and agreed that in no event shall any party be required to take any action in respect portion 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 Debt Financing contemplated by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter becomes unavailable regardless of the reason therefor (as determined by Parent in effect its reasonable discretion after consulting with the Financing Parties), (i) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and its Subsidiaries (but not including the Company and its Subsidiaries) and the other sources of funds immediately available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if it has knowledge of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Section 7.16 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing or any Alternative Financing is available. (c) None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Financing Amounts, (2) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, closing certificates or other similar documents as may provided that (i) the addition of such parties would not be reasonably requested expected to delay or prevent Closing and (ii) such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by Parent changing the amount of fees to be effective only at paid or any original issue discount of the Closing; Debt Financing (3or payment of fees having similar effect)) facilitating the pledging of collateral; or (4B) subject to receipt by Parent of customary confidentiality undertakings from Financing Sourcesimpose new or additional conditions, furnishing or otherwise amend, modify or expand any conditions, to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate receipt of the Debt Financing in accordance a manner that would reasonably be expected to delay or prevent Closing; provided that, for the avoidance of doubt, Parent may (without the Company’s consent) amend, replace, supplement and/or modify the Debt Commitment Letter to increase the amount of commitments under the Debt Commitment Letter. Upon any amendment, supplement or modification of any Debt Commitment Letter, Parent shall provide a copy thereof to the Company (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the terms conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as in effect on so amended, supplemented or modified to the date hereof; (5Knowledge of Parent) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) and, to the extent required such amendment, supplement or modification has been made in connection compliance with Section 7.16(a), the marketing term “Debt Commitment Letters” shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Parent with this Section 7.16(c) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. To the extent Parent obtains Alternative Financing pursuant to Section 7.16(b) or amends, replaces, supplements, modifies or waives any of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g7.16(c). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior references to the Closing“Debt Financing,” “Financing Parties” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, incur any liability to any Person under any Debt Financing the commitments thereunder and that Parent will indemnify and hold harmless the Companyagreements with respect thereto, its Subsidiaries and their respective Affiliates, and their respective directors, 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 therewithas so amended, other than incurred as a result of such parties’ gross negligencereplaced, willful misconduct supplemented, modified or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive the termination of this Agreementwaived.

Debt Financing. (ia) From the date hereof until the earlier of the Closing Date or the termination of this Agreement until the Closingpursuant to Section 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 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 the Debt Financing, including (i) as promptly as practicable, furnishing Buyer, its Affiliates and its financing sources with the following Required Information, (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 appropriate customary offering documents, financial statements, pro formas, or any other financial information and customary materials for 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, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, 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 prepared other than those customarily prepared by the Closing; Company, (3iii) facilitating the pledging of collateral; collateral (4which shall only be effective at the Closing), (iv) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 cooperating in connection with the marketing pay-off of existing Funded Debt to the Debt Financing 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 set forth in is required by applicable "know your customer" and anti-money laundering rules and regulations including the Debt Commitment Letter as in effect on USA Patriot Act provided such information was requested at least ten (10) Business Days prior to the date of this Agreement; Closing Date, (6vi) upon reasonable notice and at reasonably convenient times and locations making the officers or other senior management available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings with prospective lenders and investors presentations, including lender and road shows at mutually agreeable dates rating agency presentations, drafting sessions and times; due diligence sessions and (7vii) permitting appropriate 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 (A) neither the Company, nor its respective officers, who will continue in such positions directors or in similar positions after the Closing, employees shall be required to execute documents in accordance or enter into or perform any agreement with this Section 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 respect to permit any of the actions contemplated by this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to that is not contingent upon the Closing Date; (4) take any action that would result in a breach of any Contract 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 Closing, (B) no counsel for Arsenal Blocker Seller or the Company shall be obligated to deliver any opinion in connection with the Debt Financing, (C) no director, manager or member of Arsenal Blocker Seller or the Company in their capacities as such shall be required to pass resolutions or consents or approve or authorize the execution of any documents in connection with the Debt Financing, (D) no Person shall be required to to participate in any meetings, presentations, drafting sessions or due diligence sessions to the extent such participation would unreasonably interfere with such Person's continuing duties with the Company and its Subsidiaries, (E) none of Arsenal Blocker Seller or the Company shall be obligated to deliver any financial statements 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 customarily prepared by the Company, its Subsidiaries (F) no officer of Arsenal Blocker Seller or the Company shall be obligated to deliver a solvency certificate, and their respective Affiliates (G) neither Arsenal Blocker Seller nor the Company shall be required to authorize deliver or approve cause the Debt Financingdelivery of any accountant or cold comfort letter. (iiib) Parent willBuyer shall promptly, 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 officers, employees, representatives and advisors, Company in connection with their respective obligations pursuant to the cooperation of Arsenal Blocker Seller and the Company contemplated by this Section 5.4(g). 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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this Agreement6.08(d).

Debt Financing. (ia) From Prior to the date of this Agreement until the ClosingClosing 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 efforts to provide customary Parent and Sub such cooperation as is reasonably requested by Parent in connection with obtaining 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 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 appropriate and 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 preparation 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 customary pledge and security documentsfiscal year) ended on a date that is at least forty (40) days before the Closing Date, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, each case as promptly as practicablereasonably 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 “know your customer” information requested by the Financing Sources or such financial Debt Financing, (v) cause its independent accountants to provide reasonable assistance to Parent consistent with customary practice (including to provide and other pertinent information available consent to the Company regarding use of their audit reports relating to the Company as may be reasonably requested by Parent Company’s consolidated financial statements), and any necessary “comfort letters” (which shall include customary “negative assurance” comfort) and to provide customary representation letters to the extent required to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter as in effect on the date hereof; (5) requesting its by such 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 as set forth foregoing, in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employeeseach case, on reasonable advance notice, to participate in a reasonable number of meetings customary 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 customary 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 organizational document or any material Contract in effect as of the date hereofCompany or any of its Subsidiaries, result in a violation of Law or result in a violation of organizational documents (III) would unreasonably interfere with the ongoing operations of the CompanyCompany 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 officers, employees, representatives and advisors, Representatives in connection with their respective obligations pursuant to this Section 5.4(g). 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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this AgreementDebt Offers.

Debt Financing. (ia) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closingpursuant to Section 9.1, the Company shall, and Stockholder shall cause its Representatives to, at the Parent’s expense, Company Group to use their commercially reasonable efforts to provide customary cooperation such assistance to Parent and Merger Sub, at the sole expense of Parent, as is reasonably requested by Parent in connection with obtaining 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 documents 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 . Such commercially reasonable efforts to be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or provide such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms assistance shall include each of the Debt Commitment Letter as in effect on following: (i) participation in, and assistance with, 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(g) 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 and its Debt Financing Sources, as promptly as is reasonably practicable following Parent’s request, such pertinent and customary information (including financial statements) as may be reasonably necessary to arrange the Closing. Debt Financing and consummate the Marketing Efforts or assemble the Marketing Material, (ii) Nothing delivery on or prior to the Closing Date to Parent of the Ancillary Financing Documents and (iii) providing such other customary information as the Parent may reasonably request with respect to the Debt Financing. Company hereby consents to Parent’s and Merger Sub’s the use of the Company Group’s respective 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 Section 5.4(g) requires Agreement to the Companycontrary, its Subsidiaries and none of the Company Group or their respective Affiliates to: (1) personnel or advisors shall be required to provide any assistance to or cooperation contemplated by the extent it foregoing sentences of this Section 6.9(a) which the Company Stockholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the CompanyCompany Group, its Subsidiaries and their respective Affiliates prior to the Closing; (3B) require the Company, its Subsidiaries and their respective Affiliates Company Stockholder or any of the Company Group to pay any commitment or other fee, expenses similar fee or other costs or make incur any other payment 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 Contract confidentiality arrangement or material agreement or the loss of any legal or other privilege, (D) cause any representation or warranty in effect as this Agreement to be breached or any condition to Closing set forth in ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or stockholder of the date hereof, result in a violation of Law Company Stockholder or result in a violation of organizational documents any of the Company, its Subsidiaries and 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 officers, employees, representatives and advisors, them in connection with their respective obligations pursuant to this Section 5.4(g)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 directors, officers, employees, representatives and advisors, 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 5.4(g) 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. (i) From the date of this Agreement until the Closing, the Company shall, and Buyer shall cause use its Representatives to, at the Parent’s expense, use commercially reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining (a) enter into the Debt FinancingFacilities, including the following (it being understood and agreed that in no event which 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with reflect the terms of the Debt Commitment Letter, on or before the Closing Date, (b) negotiate and enter into definitive agreements with respect to the Debt Facilities on terms and conditions not materially less favorable to Buyer, taken as a whole (including with respect to the conditionality thereof), than the terms and conditions contained in the Debt Commitment Letter (as in effect of the date of this Agreement), and (c) take all actions necessary to enable it to utilize the Debt Facilities on the date hereof; Closing Date. If the Debt Financing contemplated by any of the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated therein, in whole or in part, Buyer shall (5i) requesting promptly notify Sellers thereof and (ii) use, and cause its independent accountants Affiliates to cooperate with use, commercially reasonable efforts to, as promptly as practicable following the occurrence of such event, arrange for and assist obtain alternative financing on terms and conditions to funding and availability that are not (unless otherwise consented to in preparing customary and appropriate information packages and offering materials (including customary comfort letterswriting by the Buyer) materially less favorable, in the aggregate, to Buyer than those in the extent required Debt Commitment Letter in connection with the marketing respect of the Debt Financing as which has become unavailable and, in any event, without adding new or additional conditions precedent or contingencies, or amending, modifying or expanding existing conditions, to receipt of the Debt Financing from those set forth in the Debt Commitment Letter as in effect on of the date of this Agreement; (6) making available appropriate officers and employees. In no event shall the receipt by, on reasonable advance noticeor the availability of any funds or financing to, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions Buyer or in similar positions after the Closing, to execute documents in accordance with this Section 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 its Affiliates or any other financing be a condition to Buyer’s obligation to consummate the actions transactions contemplated by this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (i) From the date of this Agreement until the Closing, Parent shall keep the Company (on behalf of the Sellers) 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 the terms of applicable confidentiality undertakings). Each of Parent and EuCo shall, and shall cause each of its Affiliates to, use its reasonable best efforts to (i) consult with the Sellers and their Representatives in connection with the timing, marketing and syndication of any Debt Financing and the negotiation of 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 fee letters) in connection with any Debt Financing; 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. (ii) The Sellers shall direct and shall cause the Acquired Companies to, at the Parent’s sole cost and expense, use their reasonable best efforts to provide customary cooperation reasonably requested by Parent cooperate with the Buyers and their authorized Representatives in connection with obtaining the arrangement of any Debt Financing, including the following (it being understood A) participating on reasonable advance notice, in a reasonable number of meetings and agreed that in no event shall any party be required at reasonable locations, with respect 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 drafting sessions, presentations, offering documentsroad shows, bank sessions with rating agencies and due diligence, (B) furnishing such financial and other 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Buyers in connection with the marketing of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (iiC) Nothing providing assistance in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations respect of the Companypreparation of any underwriting or placement agreements, its Subsidiaries informational and their respective Affiliates; marketing materials, and pledge and security documents and other definitive financing documents; provided, that, in each of (2A) encumber through (C), (w) any of the assets of the Companyprivate placement memoranda, its Subsidiaries and their respective Affiliates prior to the Closing; (3) require the Company, its Subsidiaries and their respective Affiliates to pay offering memoranda or prospectuses need not be issued by any commitment or other fee, expenses or other costs or make any other payment in connection with the Debt Financing Acquired Company prior to the Closing Date; , (4x) take no member of the Seller Group shall be required to become subject to any action obligations or liabilities with respect to such agreements or documents, (y) no Acquired Company shall be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing Date and (z) nothing shall obligate (1) any 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 in effect as of the date hereof, 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 officers, employees, representatives and advisors, the Acquired Companies in connection with their respective obligations pursuant to this Section 5.4(g)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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this Agreement6.11.

Debt Financing. (a) 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 reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing at or prior to the Closing, including using its reasonable best efforts to: (i) From maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Debt Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter as promptly as practicable after the date hereof, but in no event later than the Acceptance Time, or on such other terms and conditions no less favorable in the aggregate to Parent than the terms and conditions contained in the Debt Commitment Letter (provided that such other terms would not reasonably be expected to delay or hinder the Acceptance Time or adversely impact the ability of this Agreement until Parent to obtain the Closingproceeds of the Debt Financing at or prior to the Closing Date), (iv) satisfy (or seek waiver of) on a timely basis all conditions applicable to Parent in the Company shallDebt Commitment Letter (or definitive agreements entered into with respect to the Debt Commitment Letter), (v) prepare the information memoranda, preliminary and shall cause its Representatives tofinal offering memoranda or prospectuses, at the Parent’s expense, use reasonable efforts registration statements and other materials to provide customary cooperation reasonably requested by Parent be used in connection with obtaining the Debt Financing, including Financing prior to the following (it being understood and agreed that in no event shall any party be required to take any action in respect anticipated date on which all of the following Offer Conditions have been satisfied or waived, to the extent reasonably practicable and (vi) in the event 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 all conditions in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on have been satisfied, cause the date of this Agreement, closing certificates or other similar documents as may be reasonably requested by Parent Financing Sources to be effective only fund the Debt Financing at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources; provided, furnishing that, notwithstanding anything to the Financing Sources identified by Parentcontrary herein, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may Parent shall not be reasonably requested by Parent to the extent required to consummate arrange and obtain the proceeds of the Debt Financing in accordance with the foregoing clause (i) through (vi), and shall not be required to enter into definitive agreements with respect thereto, if the cash or other sources of immediately available funds Parent has or will have prior to the Closing, including, without limitation, cash and cash equivalents (including short-term marketable securities) of the Company and the net proceeds of any Substitute Financing) are in an amount sufficient to enable it to consummate the Merger and the other transactions contemplated hereby and to pay any related fees and expenses. (b) Subject to the terms and conditions of this Agreement, Parent will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter as (other than pursuant to “flex” provisions contained in effect on the date hereof; Debt Commitment Letter) without the consent of the Company if such amendment, modification or waiver would (5i) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort letters) to reduce the extent required in connection with the marketing aggregate amount of the Debt Financing as to be funded on the Closing Date (unless Parent has a sufficient amount of available cash on hand from other sources, including, without limitation, cash and cash equivalents (including short-term marketable securities) of the Company, to make the representation set forth in Section 5.6(a)), (ii) impose new or additional conditions to, or expand any of the conditions to, the receipt of the Debt Financing in a manner that could reasonably be expected to delay, impede or prevent the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, (iii) adversely impact the ability of Parent to enforce its rights against the Financing Sources, or (iv) adversely impact the ability of Parent to obtain the proceeds of the Debt Financing on the Closing Date, provided, that, for the avoidance of doubt, Parent may amend (by joinder or otherwise), amend and restate or replace the existing Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract in effect as of the date hereof, result subject to the conditions set forth in (i) through (iv) above. Notwithstanding anything herein to the contrary, the Debt Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Parent by instruments that either amend, amend and restate, or replace the existing Debt Commitment Letter on economic terms that are no less favorable in any material respect to Parent than the terms under the existing Debt Commitment Letter (a violation “Substitute Financing”); provided that the terms of Law or result in any such Substitute Financing shall not (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Parent has a violation sufficient amount of organizational documents available cash on hand from other sources, including, without limitation, cash and cash equivalents (including short-term marketable securities and the proceeds of any such Substitute Financing) of the Company, its Subsidiaries and their respective Affiliates to make the representation set forth in Section 5.6(a)) (ii) impose new or additional conditions to the availability of the Substitute Financing at the Closing or otherwise expand any of the conditions to the receipt of the Substitute Financing at Closing, (iii) impose any liability other terms that could reasonably be expected to delay, impede or prevent the timely funding of such Substitute Financing at or prior to the Closing or the satisfaction of the conditions to obtaining the Substitute Financing, or (iv) adversely impact the ability of Parent to enforce its rights against the Financing Sources providing such Substitute Financing, in each case, as compared to the terms and conditions contained in the Debt Commitment Letter. Parent shall (i) furnish the Company complete, correct and executed copies of any amendments, restatements, supplements, amendment and restatements, modifications or replacements to the Debt Commitment Letter and (ii) give the Company prompt notice of any breach or material dispute or disagreement by any party of the Debt Commitment Letter of which Parent becomes aware or any termination thereof; provided that in no event shall Parent be under any obligation to disclose any information pursuant to clauses (i) or (ii) that, on the Companyadvice of outside counsel, its Subsidiaries would waive the protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. “Financing Sources” means the agents, arrangers, lenders and their respective Affiliates; (5) authorizeother entities that have committed to provide or arrange all or any part of the Debt Financing or other financings, execute or deliver including any definitive documentation or certificates Substitute Financing, in connection with the Debt Financing that would be effective prior transactions contemplated hereby, including the parties to the Closing Date any joinder agreements, indentures or that are not conditioned upon Closing; credit agreements entered pursuant thereto or relating thereto (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 but excluding Parent and any of their respective directors or officersits Subsidiaries), 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 together with their respective Affiliates, and their respective Affiliates' officers, directors, employees, agents and representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 successors and that Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates, and their respective directors, 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 5.4(g) shall survive the termination of this Agreementassigns.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shallParents and Genco Holdings agree to provide, and shall cause its each Company and their respective Representatives toto provide, at the Parent’s expense, use reasonable efforts to provide customary all cooperation reasonably requested by Parent Buyer and necessary in connection with obtaining the arrangement of 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 appropriate and 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 reasonably required and (iii) execution and delivery by Parent in connection with the Debt Financing; (2) assisting with the preparation Companies of any customary underwriting or placement agreements, pledge and security documents, other definitive financing documents consistent 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 Debt Commitment Letter as in effect on the date of transactions contemplated by this Agreement, closing certificates or other similar documents legal opinions, engineering reports, environmental reports, surveys and title insurance as may be reasonably 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 be effective only at the Closing;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. 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 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. (3b) facilitating Without limiting the pledging generality of collateral;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 their respective Representatives to provide, the following: (41) subject to receipt for each tract of Real Property constituting a power generating site and the power generating assets located thereon owned by Parent one of customary confidentiality undertakings from Financing Sourcesthe Companies ("Plant Real Property"), furnishing and for the Energy Development Center, Texas standard form owner's (with respect to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial portion thereof constituting Owned Real Property) and other pertinent information available 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 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 regarding 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 Company 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 induce the Title Company to issue the policies, endorsements and 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 consummate 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 Title 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; (iii) 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 Energy Development Center, such evidence of 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 arrange the Debt Financing in accordance with on the terms of and conditions described in the Debt Commitment Letter as in effect Financing Letter, including using commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the date hereof; terms and conditions contained therein and (5) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary comfort lettersii) to satisfy all conditions applicable to Buyer in such definitive agreements that are within its control. In the extent required in connection with the marketing event any portion of the Debt Financing as 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 that any terms and conditions are not set forth in the Debt Commitment Letter as in effect Financing Letter, on the date of this Agreement;terms and conditions reasonably satisfactory to Buyer. (6d) making available appropriate officers CenterPoint and employeesGenco Holdings shall use commercially reasonable efforts to obtain any waivers, on reasonable advance noticeamendments, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions modifications or in similar positions after the Closing, to execute documents in accordance with this Section 5.4(g); and (8) taking all supplements 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 5.4(g) required in connection with the consummation of transactions contemplated by this Agreement to the Debt Financing Credit Agreement or the Credit Agreement, dated October 7, 2003, among CenterPoint, as Borrower, and to permit the proceeds thereof to be made available to Parent at the ClosingJPMorgan Chase Bank, as Administrative Agent. (iie) Nothing 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 Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates Agreement is terminated prior to the Closing; Public Company Merger Effective Time (3i) require under circumstances in which Buyer would have the Company, its Subsidiaries and their respective Affiliates right to pay any commitment terminate this Agreement under Section 10.1(c) or other fee, expenses or other costs or make any other payment in connection with the Debt Financing prior to the Closing Date; (4ii) take any action that would as a result in a breach of any Contract in effect as of the date hereof, result in a violation of Law or result in a violation of organizational documents failure of the Company, its Subsidiaries and their respective Affiliates conditions set forth in Section 8.3(a) or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (58.3(b) authorize, execute or deliver any definitive documentation or certificates in connection with the Debt Financing that would to 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 officers, employees, representatives and advisors, Genco Holdings in connection complying with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g6.7(d) shall survive the termination of this Agreementbe paid by CenterPoint.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shallPurchaser shall use, and shall cause its Representatives toAffiliates to use, at the Parent’s expense, use its reasonable best efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining obtain 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 proceeds of the Debt Financing as set forth on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter as (including all “market flex” provisions thereof), (ii) satisfy (or, if deemed advisable by Purchaser, obtain the waiver of) on a timely basis, taking into account the expected timing of the Marketing Period, all conditions in the Debt Commitment Letter, Fee Letter and such Definitive Agreements (including payment of all fees and expenses) and comply with its obligations thereunder, (iii) maintain in effect on the date of this Agreement; (6) making available appropriate officers Debt Commitment Letter and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 Fee Letter in accordance with this Section 5.4(g); andtheir terms and (iv) enforce its rights under the Debt Commitment Letter, the Fee Letter and the Definitive Agreements, as applicable, in the event of any breach or purported breach thereof. Purchaser shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a default under or failure of any of the conditions contained in the Debt Commitment Letter or in any Definitive Agreement related to the Debt Financing. (8) taking all necessary corporate b) Purchaser shall use, and shall cause its Affiliates to use, its reasonable best efforts to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and any Definitive Agreements. Purchaser shall give Seller Representative prompt notice of any material breach (or entity actionsalleged or purported material breach) by any party to the Debt Commitment Letter of which Purchaser has become aware or any termination (or alleged or purported termination) of the Debt Commitment Letter. Purchaser shall keep Seller Representative informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Debt Financing and shall not permit any amendment or modification to, which shall be conditioned on or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment, modification, waiver or remedy (x) would materially delay the occurrence of the Closing, reasonably requested by Parent to permit any taking into account the expected timing of the actions contemplated by this Section 5.4(gMarketing Period, (y) required in connection with reduces the consummation aggregate amount of the Debt Financing and (except as contemplated by the Debt Commitment Letter) or (z) adds new conditions or amends the existing conditions to permit the proceeds thereof drawdown of the Financing, unless Purchaser has available cash sufficient to be made available to Parent at consummate the Closing. (ii) Nothing in this Section 5.4(g) requires . Notwithstanding the Companyforegoing, its Subsidiaries and their respective Affiliates to: (1) provide any assistance failure to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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, obtain 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 5.4(g) shall survive the termination of this Agreement.compliance by Purchaser with this

Debt Financing. (i) From the date of this Agreement until the Closing, the Company shallParent shall use its commercially reasonable efforts to promptly 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 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 the Debt Financingany such financing, including the following (it being understood and agreed that in no event b) Purchaser 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 presentationspromptly, 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified upon request by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by reimburse Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 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 officers, employees, representatives and advisors, Purchased Companies in connection with their respective obligations the cooperation contemplated by this Section 5.16, (c) any cooperation required pursuant to this Section 5.4(g5.16 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 directors, 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 terms set forth in this Section 5.4(g) 5.16 shall survive not constitute a basis for Purchaser to refuse to consummate the termination of this AgreementClosing.

Debt Financing. (i) From Prior to the date of this Agreement until the ClosingClosing Date, the Company shallshall use its commercially reasonable efforts to provide, and shall cause each Subsidiary of the Company to use its Representatives to, at the Parent’s expense, use commercially reasonable efforts to provide provide, to the Parent Parties, in each case at Parent’s sole expense, all customary cooperation reasonably requested in writing by Parent (e-mail being sufficient) in connection with obtaining the offering, arrangement, syndication, consummation or issuance of any financing with respect to the Acquired Companies and the Company Properties effective as of or after the Partnership Merger Effective Time (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 appropriate and 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 preparation use of any customary pledge and security documents, other definitive financing documents consistent the Acquired Company’s logos in connection with the Debt Commitment Letter as Financing; provided that such logos are used solely in effect on a manner that is not intended to, nor reasonably likely to, harm or disparage the date 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 Parent to complete the Mergers and the other transactions contemplated by this Agreement, closing certificates or other similar documents ; (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 ClosingCompany; (314) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent Parent, and no earlier than immediately prior to the extent required to consummate Partnership Merger Effective Time on the Debt Financing in accordance with Closing Date, and provided such actions would not adversely affect the terms Tax status of the Debt Commitment Letter as 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 7.12(a)(iii), transfer or otherwise restructure its ownership of existing Subsidiaries of the Company, properties or other assets, in effect on each case, pursuant to documentation reasonably satisfactory to Parent and the date hereofCompany; (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 as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 ClosingFinancing. (ii) Nothing The Company shall have satisfied its obligations set forth in this Section 5.4(g7.12(a)(i) requires if the CompanyCompany 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 and their respective Affiliates to: (1or Representatives to provide, cooperation under Section 7.12(a)(i) provide any assistance to the extent it would interfere that it: (i) unreasonably interferes with the ongoing business or operations of the CompanyAcquired Companies; (ii) requires the Acquired Companies to incur any liability (including, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Companywithout limitation, 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 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 any Contract in effect as this Agreement because of the failure to deliver any financial or other information that (A) is not currently readily available to the Acquired Companies on the date hereof, result 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 officers, employees, representatives and advisors, 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 5.4(g7.12 (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 present and former directors, officers, employeesemployees and agents (collectively, representatives and advisors, 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 5.4(g7.12(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 Prior to the Closing, 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 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 and/or Buyer arranging debt financing in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of transactions contemplated by this Agreement, closing certificates or other similar documents as which debt financing may be incurred before or following the Closing (the “Debt Financing”), including all cooperation reasonably requested by 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 be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sourcesaudit or review such financial statements, furnishing to the Financing Sources identified including, if requested by Parent, using reasonable best efforts to (x) provide a customary representation letter in such form as promptly is reasonably required by accountants of Parent and/or the Company, as practicableapplicable, any “know your customer” information requested with such facts and assumptions as reasonably determined by such accountants in order to make such certificate accurate, signed by the Financing Sources or 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 and other pertinent information available statements, (y) cause the auditor of the Company’s financial statements to provide its consent to the Company regarding the Company as may be reasonably requested by Parent inclusion of such report, without exception or qualification, with respect to the extent required 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 consummate provide to Parent and its underwriters, or the Debt Financing equivalent in an unregistered offering of securities, appropriate comfort letters in accordance with the terms American Institute of the Debt Commitment Letter as Public Accountants’ professional standards and to participate 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 due diligence sessions customarily conducted in connection with the marketing provision of comfort letters. In furtherance of the Debt Financing foregoing, the Company shall use its reasonable best efforts to provide to Parent and Buyer the Company’s unaudited consolidated balance sheet as set forth 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 the Debt Commitment Letter as in effect on the date of this Agreement;no event later than October 30, 2017. (6b) making available appropriate officers and employeesFor the avoidance of doubt, on reasonable advance notice, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions nothing herein shall require the Company or in similar positions after the Closing, to execute documents in accordance with this Section 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 Company Subsidiaries to (A) waive or amend any terms of this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business Agreement or operations of the Company, its Subsidiaries and their respective Affiliates; (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 pay or agree to pay any commitment fees or other fee, reimburse any expenses or other costs or make any other payment 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 in effect as of the date hereof, 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant providing the cooperation contemplated by Section 5.12(a) to this Section 5.4(g). 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 CompanyCompany and the Company Subsidiaries, its Subsidiaries and each of their respective Affiliates, and their respective directors, officers, employees, representatives and advisorsRepresentatives, 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 5.4(g5.12 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. (ia) From The Founder and the date of this Agreement until Sponsors shall use their respective reasonable best efforts and cooperate in good faith to arrange debt financing (“Debt Financing”) for the Closing, Target to be implemented through Holdco and Zhongshan SPV at or following the Company shall, Closing on market terms (as mutually agreed by the Parties). The Founder and the Sponsors shall cause its Representatives to, at coordinate with banks and other financing sources identified by the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent Founder (the “Financing Banks”) in connection with obtaining the 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 Founder and the Sponsors, (ii) 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 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; , and (2iii) assisting with taking all corporate actions reasonably requested by the preparation Financing Banks to permit the consummation of the Debt Financing, including facilitating the pledging of collateral and, in connection therewith, executing and delivering any customary pledge and security documentsdocuments (including with respect to the securities of Holdco, Zhongshan SPV, BVI I, Parent and the Surviving Company), other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing certificates or other similar certificates, or documents as may be reasonably requested by Parent to be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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 ClosingBanks. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) 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, the Company shallMAAX shall use commercially reasonable efforts to perform, and shall cause its Representatives to, at the Parent’s expense, Subsidiaries to use commercially reasonable efforts to provide customary cooperation reasonably requested perform, all obligations required to be performed by Parent MAAX or any of its Subsidiaries under this Agreement in connection with obtaining the implementation of the Debt FinancingFinancing 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, including as soon as reasonably practicable, the following (it being understood Debt Financing and, 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 appropriate an information package regarding MAAX and customary materials for rating agency presentationsits 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 Commitment Letter to complete the syndication of the Debt Financing; (2b) assisting with cooperate in the preparation presentation of any customary pledge and security documents, other definitive financing documents consistent with an information package acceptable to the lenders under the Debt Commitment Letter as in effect lender meetings and other communications with prospective lenders in connection with the syndication of the Debt Financing, including, without limitation, direct contact between Senior Management and representatives of the Newco Parties with prospective lenders and participation of such persons in lender meetings; (c) cooperate in the preparation of a version of the information package and presentation in connection with the syndication of the Debt Financing that does not contain material non-public information concerning MAAX and its Subsidiaries; (d) cooperate with respect to the implementation, on the date Effective Date or prior thereto, in contemplation of this Agreementthe closing of the Debt Financing, closing certificates or other similar documents 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 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 required by Newco or Newco II to effect payment on the Effective Date; (f) cooperate in the preparation of a prospectus, offering memorandum or private placement memorandum suitable for use in a customary "high-yield road show" and 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 Parent to be effective only at the Closinglenders; (3h) facilitating prepare any financial statements of MAAX or any of its predecessors or Subsidiaries, whether audited or not, (including internal unaudited monthly financial statements) which are consistent with customary "high-yield" disclosure documents as mutually agreed by the pledging respective accounting experts of collateralMAAX and the Newco Parties in the letter addressed to Newco (or any of its Affiliates) and delivered to MAAX prior to the execution of this Agreement and supplemented, as the case may be (i) to comply with the United States Securities and Exchange Commission rules and regulations or (ii) as may otherwise reasonably be required by the lenders under the Debt Commitment Letter; and, in any event, which shall include audited historical consolidated financial statements of (x) 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, Inc. for the period of five months xxx 24 days ended October 24, 2002 under United States generally accepted accounting principles, in each case with a clean audit opinion from KPMG LLP, on or prior to April 26, 2004; (4i) subject 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 receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing deliver comfort letters as the lenders may reasonably request and to consent to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available use of their auditors' report relating to the Company audited financial statements referred to in Section 5.2.1(h) for any period covered by such audited financial statements. 5.2.2 MAAX hereby agrees and acknowledges that the information regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with and information provided by MAAX and its Subsidiaries to the terms of lenders under 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 public dissemination of such parties’ gross negligence, willful misconduct information through one or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive the termination of this Agreementmore internet sites.

Debt Financing. (ia) (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closingpursuant to Section 8.1, the Company shall, and Seller shall cause its Representatives tothe Company, at the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining 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; , (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 offering documents, syndication documents and materials, 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 pledge comfort letters, as reasonably requested by Purchaser in connection with any offering of debt securities constituting a portion of the Debt Financing; (iv) provide customary authorization letters, to the extent contemplated by the Debt Commitment Letter, authorizing the distribution of information relating to the Company and security documentsthe Company Subsidiaries to any Financing Source and containing a customary representation to the 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 under applicable “know your customer”, other definitive beneficial ownership and anti-money laundering and anti-terrorist financing documents consistent with rules and regulations, including the USA PATRIOT Act of 2001, in each case as shall have been reasonably requested in writing by Purchaser at least ten (10) Business Days prior to the Closing Date and solely to the extent required by the Debt Commitment Letter; (vi) 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 on as of the date hereof and cooperate with the Financing Sources’ requests for customary due diligence materials as are reasonably available to it and are reasonably requested by Purchaser; and (vii) ensure that Purchaser benefits from the existing lending relationships of the Company and 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 (and shall cause the Company to consent) to the use of the Company’s logos in connection with the 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 Company or any of its products, services, offerings or intellectual property rights. Notwithstanding the provisions of this Section 5.16, nothing in this Agreement shall require Seller or the Company or any of the Company Subsidiaries or any of their respective Representatives to (1) provide (x) any financial information with respect to any fiscal quarter for which financial statements are not required under the definition of Required Information, (y) any pro forma financial statements or 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 cause any of the Persons who are officers or directors of Seller, the Company or any of the Company Subsidiaries to do so, (4) agree to pay any commitment or other 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 Company or any of the Company Subsidiaries under any agreement, certificate, document or instrument be effective until the Closing, (5) 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 reasonably be expected to conflict with or violate this Agreement, closing certificates its Organizational Documents or any applicable Laws. Nothing contained in this Section 5.16(a) or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other similar documents as may be reasonably requested obligor with respect to the Debt Financing. Purchaser shall (i) promptly upon request by Parent 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 them in connection with the cooperation or assistance contemplated by this Section 5.16 and (ii) indemnify and hold harmless the Seller, the Company, the Company Subsidiaries and their respective directors, officers, employees, Affiliates and its and their respective Representatives, from and against any and all liabilities, losses, damages, claims, 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 their respective obligations under this Section 5.16. For the avoidance of doubt, the Parties acknowledge and agree that the provisions contained in 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 effective only 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 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. (3c) facilitating 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 pledging 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 collateral;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). (4d) subject 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 receipt by Parent fund the Required Amount, Purchaser will as promptly as reasonably practicable notify the Company of customary confidentiality undertakings from Financing Sources, furnishing such unavailability and use its reasonable best efforts to the Financing Sources identified by Parentobtain, as promptly as practicablepracticable following the occurrence of such event, substitute financing that does not include any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available conditions to the Company regarding consummation of such substitute financing that are more onerous than the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as conditions set forth in the Debt Commitment Letter as in effect on as of the date hereof and in an amount sufficient, when added to the portion of this Agreement; (6) making available appropriate officers and employees, on reasonable advance noticethe Debt Financing that is available, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; fund the Required Amount (7) permitting appropriate officers, who will continue in such positions or in similar positions after “Substitute Financing”). In the Closing, to execute documents event any Substitute Financing is obtained in accordance with this Section 5.4(g5.16(d); and , references in this Agreement to the Debt Financing will be deemed to refer to such Substitute Financing (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 5.4(g) required in connection with the consummation lieu of the Debt Financing replaced thereby), and to permit the proceeds thereof if one or more commitment letters or definitive financing agreements are entered into or proposed to be made available to Parent at the Closing. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 entered into in connection with such Substitute Financing (such commitment letters, the “Substitute Commitment Letters”), references in this Agreement to the Debt Financing prior Commitment Letter will be deemed to refer to the Closing Date; Substitute Commitment Letters (4) take any action that would result in a breach of any Contract in effect as lieu 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 AffiliatesCommitment Letter replaced thereby), and their respective officers, employees, representatives and advisors, in connection with their respective all obligations of Purchaser pursuant to this Section 5.4(g). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, prior 5.16(d) will be applicable thereto to the Closing, incur any liability same extent as Purchaser’s obligations with respect 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 directors, 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 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 5.4(g) shall survive Substitute Commitment Letters and definitive agreements with respect to the termination of this AgreementSubstitute Financing promptly upon the execution thereof.

Debt Financing. (a) Subject to the other provisions of this Agreement, Acquiror hereby agrees to use commercially reasonable efforts to take all actions to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter (including, to the extent required, the exercise of any “market flex” provisions), including using commercially reasonable efforts to maintain in effect the Debt Commitment Letter and using commercially reasonable efforts to, as promptly as possible (taking into account the timing of the Marketing Period): (i) From satisfy on a timely basis all conditions applicable to Acquiror obtaining the date Debt Financing set forth therein that are in their control, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related “market flex” provisions) or on other terms in the aggregate not materially less favorable to Acquiror (as reasonably determined by Acquiror), (iii) timely prepare, with the assistance of this Agreement until the Company and the Debt Financing Sources, the marketing materials with respect to the Debt Financing and (iv) commence the syndication and/or marketing activities contemplated by the Debt Commitment Letter. (b) Prior to Closing, Acquiror shall (i) use commercially reasonable efforts to comply in all material respects with its obligations under the Debt Commitment Letter, (ii) not, without the prior written consent of the Company, terminate the Debt Commitment Letter or any definitive agreement related thereto; provided, that, Acquiror may terminate the Debt Commitment Letter upon the substantially concurrent execution of an Alternate Debt Financing without the prior written consent of the Company, and (iii) not permit, without the prior written consent of the Company, any amendment or modification to be made to, or any material waiver of any provision or remedy under, the Debt Commitment Letter, if the effect of any such amendment, modification or waiver would (A) increase the margin (including by virtue of additional commitment fees, upfront fees and original issue discount) in excess of the percentage set forth on Schedule 8.12, (B) impose new or additional conditions, or otherwise expand any of the conditions to the receipt of the Debt Financing, (C) would be reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing or (D) would or would reasonably be expected to result in a material and adverse effect on Acquiror and its Subsidiaries (including, following the Closing, the Company shalland its Subsidiaries), taken as a whole, after giving effect to the Transactions. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 8.12 to be amended, modified or waived, in each case from and after such amendment, modification or waiver. (c) Acquiror shall cause its Representatives togive the Company prompt written notice: (i) of any breach or default by any party to the Debt Commitment Letter or other Debt Document of which Acquiror becomes aware, at if such breach or default would reasonably be expected to affect the Parent’s expensetimely availability of, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining or amount of, the Debt Financing, (ii) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document, (iii) if for any reason Acquiror believes in good faith it will not be able to obtain any material portion of the Debt Financing on the terms, in the manner and from the sources contemplated by the Debt Commitment Letter (including any related “market flex” terms) or the definitive agreements with respect thereto (including the following Debt Document) and (it being understood and agreed iv) of any termination of the Debt Commitment Letter; provided, that in no event will Acquiror be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Acquiror shall any party be required have used its commercially reasonable efforts to take any action disclose such information in respect of the following to the extent a way that doing so would be commercially unreasonable):not waive such privilege. (1d) 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 If any customary pledge and security documents, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 portion of the Debt Financing as set forth becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter as (including any related “market flex” terms), Acquiror shall, without limiting the obligations of Acquiror set forth in effect on the date of this Agreement; (6) making available appropriate officers and employeesimmediately following sentence, use commercially reasonable efforts in direct consultation with the Company to arrange to obtain Alternate Debt Financing, including from alternative sources, on reasonable advance noticeterms (including any related “market flex” terms), taken as a whole, in the aggregate not materially less favorable to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; Acquiror (7as reasonably determined by Acquiror) permitting appropriate officers, who will continue in such positions or in similar positions than the Debt Financing contemplated by the Debt Commitment Letter (after the Closing, giving effect to execute documents in accordance with this Section 5.4(g); and all related “market flex” terms) (8) taking all necessary corporate or entity actions, which shall be conditioned on “Alternate Debt Financing”) as promptly as practicable following the occurrence of such event and the Closingprovisions of this Section 8.12 and Sections 7.08, reasonably requested by Parent 12.03, 12.04, 12.06, 12.10 and 12.13 shall be applicable to permit any the Alternate Debt Financing, and, for the purposes of the actions contemplated by definition of “Debt Documents”, Sections 6.15 and 7.08, this Section 5.4(g) required in connection with the consummation of 8.12 and Sections 12.03, 12.04, 12.06, 12.10 and 12.13, all references to the Debt Financing and shall be deemed to permit the proceeds thereof to be made available to Parent at the Closing. (ii) Nothing in this Section 5.4(g) requires the Companyinclude such Alternate Debt Financing, its Subsidiaries and their respective Affiliates to: (1) provide any assistance all references to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 Debt Commitment Letter or other fee, expenses or other costs or make any other payment in connection with Debt Documents shall include the applicable documents for the Alternate Debt Financing and all references to the Debt Financing prior to Sources shall include the Closing Date; (4) take any action that would result in a breach of any Contract in effect as of persons providing or arranging 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 Alternate 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company Parent and Merger Sub shall, and shall cause its Representatives to, at the Parent’s expensedirection of the Sponsor, use reasonable efforts negotiate, enter into and borrow under the definitive documentation relating to the Debt Financing; provided that the aggregate amount of Debt Financing funded at the Closing shall not be less than US$350,000,000 without the written consent of each of the Principal Investors. The Sponsor shall be the primary negotiators on behalf of Parent and Merger Sub regarding the terms of the definitive documentation relating to the Debt Financing. 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 the Sponsor. (b) To the extent legally permissible, each of the Investors shall furnish the lenders of the Debt Financing, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably or customarily requested by the lenders of 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 lenders of the Debt Financing with information reasonably or customarily requested (and in connection with obtaining such Investor’s possession) by them regarding the financial condition, business, operations and assets of the Company, in order for them 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 materials for the lenders of 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 . For the preparation avoidance of any customary pledge and security documentsdoubt, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing nothing in this Section 5.4(g1.4(b) requires 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 the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber personally pledge 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 collateral in connection with the Debt Financing prior Financing, and the obligations of the Investors under this Section 1.4(b) shall be subject to the Closing Date; (4) take any action that would result in a breach of any Contract in effect as fiduciary duties and other obligations 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shall, and Tyler acknowledges that it shall cause its Representatives to, at the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with be fully responsible for obtaining the Debt Financing, including Financing and shall use reasonable best efforts to arrange and obtain the following (it being understood Debt Financing on the terms and agreed that in no event shall any party be required to take any action in respect of the following subject only to the extent that doing so would be commercially unreasonable):conditions described in the Financing Letter. (1b) assisting with the preparation of appropriate and customary materials for rating agency presentationsSubject to Section 7.2, offering documents, bank information memoranda (including the delivery of customary representation letters) and similar documents reasonably required by Parent NWS shall use its reasonable best efforts to cooperate in connection with the Debt Financing; (2) assisting with the preparation arrangement of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of this Agreement, closing certificates or other similar documents Financing as may be reasonably requested by Parent to be effective only at Tyler, including (i) participation in meetings, drafting sessions, presentations, road shows, and due diligence, (ii) furnishing Tyler and the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financing sources with financial and other pertinent information available to the Company regarding the Company NWS as may be reasonably requested by Parent to the extent required Tyler to consummate the Debt Financing Financing, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 of Regulation S-X), (iii) assisting Tyler and the financing sources in accordance with the terms preparation of informational and marketing materials and documents for any portion of the Debt Commitment Letter Financing, (iv) reasonably cooperating with the marketing efforts of Tyler and the financing sources for any portion of the 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 in effect on the date hereof; customarily provided to lenders, and (5vii) requesting its independent accountants to cooperate with and assist in preparing customary and appropriate information packages and offering materials (including customary obtaining accountants’ comfort letters) , accountants’ consent letters, legal opinions, surveys, and title insurance as reasonably requested by Tyler; provided, however, that Tyler shall pay (and, to the extent required practicable, in advance) any out-of-pocket costs or expenses incurred in connection with the marketing of the Debt Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; therewith (6) making available appropriate officers and employeesincluding, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 fee or other costs or make incur any other payment 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 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 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 officers, employees, representatives and advisors, NWS in connection with their respective obligations pursuant to this Section 5.4(g)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 directors, officers, employees, representatives and advisors, 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 5.4(g) shall survive the termination of this AgreementAgreement (an “Alternative Financing”).

Debt Financing. (ia) From During the date of this Agreement until the ClosingInterim Period, the Company shall, Oncor Holdings and shall cause its Representatives to, at the Parent’s expense, Oncor each agree to use commercially reasonable efforts to provide customary provide, and to use commercially reasonable efforts to cause their Subsidiaries and their respective officers and Representatives to provide, commercially reasonable cooperation reasonably requested by Parent in connection with obtaining the arrangement of the Debt Financing, including which shall be limited to the following following: (it being understood and agreed that in no event shall any party be required to take any action in respect i) participation by appropriate members of senior management of the following Oncor Entities, which participation will be limited to the extent providing Oncor financial and operational information in meetings, presentations, road shows, due diligence sessions, and sessions with prospective lenders, investors and rating agencies, in each case, at mutually agreeable times and locations and upon reasonable notice, (ii) providing information in its control to Purchasers that doing so would be commercially unreasonable): (1) assisting with the preparation of appropriate is necessary for Purchasers to prepare materials to rating agencies and customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including the delivery of customary representation letters) memoranda, prospectuses and similar documents required in connection with the Debt Financing and/or Bond Financing, together with customary authorization letters authorizing the distribution of Oncor information to prospective lenders or investors, (iii) furnishing all financial statements described in paragraph 5 of Exhibit D to the Debt Commitment Letter, as in effect on the date hereof and (A) all information and data reasonably required by Parent Purchasers to prepare all pro forma financial statements required in connection with the Debt Financing; , as well as (2B) assisting all financial statements and financial data of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for offerings of debt securities on a registration statement on Form S-3 under the Securities Act, including all information required to be incorporated therein (subject to exceptions customary for a private Rule 144A offering involving high-yield debt securities and in no event shall Oncor Holdings or Oncor be required to provide financial information otherwise required by Rule 3-10 (other than customary qualitative disclosure with the preparation respect thereto) and Rule 3-16 of Regulation S-X (or any customary pledge Compensation Discussion and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date Analysis required by Item 402(b) of this Agreement, closing certificates or other similar documents as may Regulation S-K) that would not be reasonably requested by Parent to be effective only at necessary for the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 deliver customary and appropriate information packages and offering materials “comfort” (including customary as to “negative assurance” comfort letters) to the extent required and change period)), in connection with the marketing of the Debt Financing as set forth in (the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(g) information required in connection with the consummation of the Debt Financing and to permit the proceeds thereof to be made available delivered pursuant to this clause (iii) being referred to as “Required Financial Information”), (iv) using commercially reasonable efforts to assist Parent at and the Closing. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and Lenders or their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Companyin obtaining corporate, its Subsidiaries facilities and their respective Affiliates; (2) encumber any of the assets of the Companysecurities ratings, its Subsidiaries and their respective Affiliates prior to the Closing; (3) require the Companyas applicable, its Subsidiaries and their respective Affiliates to pay any commitment or other fee, expenses or other costs or make any other payment in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach launch of any Contract in effect as general syndication of the date hereofDebt Financing, result (v) providing information in a violation its control that is necessary for the preparation of Law or result customary schedules and exhibits in a violation of organizational documents of connection with the CompanyDebt Financing, its Subsidiaries and their respective Affiliates or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5vi) authorize, execute or deliver any definitive documentation or certificates causing Oncor’s independent auditors to cooperate in connection with the Debt Financing that would be effective prior (including providing accountants’ comfort letters and consents from Oncor’s independent auditors to the Closing Date extent required by the Debt Commitment Letter or the definitive agreements with respect to the Debt Financing) and (vii) otherwise assisting Parent to satisfy any express conditions precedent to the Debt Financing which require Oncor information, provided that are with respect to the foregoing clauses (i)-(vii), (A) Oncor shall not conditioned upon Closing; be required to endorse any particular strategy or structure, (6B) the Purchasers shall be responsible for any projections, (C) such requested cooperation shall not unreasonably interfere with the preparation ongoing operations of any pro forma financial information; or Oncor Entity and (7D) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor any of their respective directors or officers, are no Oncor Entity shall be required to take pay any action commitment or other similar fee or incur any other liability or obligation in connection with the capacity as a member of the board of directors of the Company, its Subsidiaries and their respective Affiliates Debt Financing. Nothing contained in this Section 13 or otherwise shall require any Oncor Entity to authorize be an issuer or approve other obligor with respect to the Debt Financing. (iiib) Notwithstanding anything herein to the contrary, none of the Oncor Entities or their respective Representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 13 or any information utilized in connection therewith. The Purchasers shall indemnify and hold harmless the Oncor Entities and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 13 and any information utilized in connection therewith (other than Costs arising from any untrue statement of a material fact in information provided by any Oncor Entity, or any omission of a material fact required to be stated in such information or necessary in order to make such information not misleading). Parent willshall, promptly upon request by the Companyof Oncor Holdings or Oncor, reimburse the Company any Oncor Entity for all reasonable and documented out-of-pocket costs and expenses incurred by the Companysuch Oncor Entity (including those of its accountants, its Subsidiaries consultants, legal counsel, agents and their respective Affiliates, and their respective officers, employees, representatives and advisors, other representatives) in connection with their respective obligations pursuant to the cooperation required by this Section 5.4(g)13. Parent acknowledges Each of Oncor Holdings and agrees that none Oncor hereby consents to the use of the Company, its Subsidiaries and their respective Affiliates shall, prior to logos of 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 directors, 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 Oncor Entities in connection with such cooperation, the Debt Financing and Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any information utilized in connection therewith, other than incurred as a result Oncor Entity or the reputation or goodwill of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive the termination of this Agreementany Oncor Entity.

Debt Financing. (a) Parent and Merger Sub shall use their respective commercially reasonable efforts to (i) From maintain in effect the date of this Agreement until the ClosingDebt Commitment Letter, the Company shall, (ii) satisfy on a timely basis all conditions applicable to Parent and shall cause its Representatives to, at the Parent’s expense, use reasonable efforts Merger Sub to provide customary cooperation reasonably requested by Parent in connection with obtaining 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; that are within their control, and (6iii) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(g) required in connection with the consummation of arrange the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and to permit the proceeds thereof to be made available to Parent at the Closing. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 with respect to amounts required to consummate the preparation of any pro forma financial information; or (7) provide any legal opinion. Neither Merger and make such other payments required at the Company nor its Subsidiaries nor Effective Time pursuant to the terms hereof), including using their respective Affiliatescommercially reasonable efforts to: (A) enter into definitive agreements with respect thereto on the terms contained in the Debt Commitment Letter, nor (B) cause the Lenders and any of their respective directors other Debt Financing Source to fund the Debt Financing at or officers, are promptly after the Acceptance Time (with respect to amounts required to take any action consummate the Offer) and at or prior to the Closing Date (with respect to amounts required to consummate the Merger and make such other payments required at the Effective Time pursuant to the terms hereof) and (C) seek to enforce its rights under the Debt Commitment Letter if in Parent’s reasonable judgment it is commercially reasonable to do so. Parent shall not, and shall cause Merger Sub not to, without the capacity as a member of the board of directors prior written consent of the Company, its Subsidiaries and their respective Affiliates amend, modify, supplement or replace (1) any of the conditions or contingencies to authorize or approve funding contained in the Debt Financing. Commitment Letter, or (iii2) Parent will, promptly upon request by any other provision of 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 officers, employees, representatives and advisorsDebt Commitment Letter, in connection with their respective obligations pursuant either case, to the extent such amendment, modification or supplement would reasonably be expected to have the effect of materially adversely affecting the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Section 5.4(g). Agreement (it being understood that Parent acknowledges and agrees that none Merger Sub may (x) amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as 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 directors, 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 5.4(g) shall survive the termination of this Agreement.date 39

Debt Financing. (ia) From the date of this Agreement until the Closing, the Company shallParent shall use its reasonable best efforts, and shall cause each of its Representatives toSubsidiaries to use its reasonable best efforts, at to 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 Financing Amounts, including using reasonable best efforts to take, or cause 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 on the terms and subject only to the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters, (ii) negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letters and the Definitive Agreements within Parent’s expensecontrol and complying with its obligations thereunder (including, use reasonable efforts to provide customary cooperation reasonably requested by Parent in connection with obtaining for the avoidance of doubt, the payment of fees required thereunder) and (iv) enforcing its rights under the Debt Financing, including Commitment Letters. (b) In the following (it being understood and agreed that in no event shall any party be required to take any action in respect portion 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 Debt Financing contemplated by Parent in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter becomes unavailable regardless of the reason therefor (as determined by Parent in effect its reasonable discretion after consulting with the Financing Parties), (i) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and its Subsidiaries (but not including the Company and its Subsidiaries) and the other sources of funds immediately available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if it has knowledge of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Section 7.16 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing or any Alternative Financing is available. (c) None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Financing Amounts, (2) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, closing certificates or other similar documents as may provided that (i) the addition of such parties would not be reasonably requested by Parent expected to be effective only at delay or prevent Closing and (ii) such amendments do not (A) reduce the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 aggregate amount of the Debt Financing as set forth in (including by changing the Debt Commitment Letter as in effect on the date amount of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, fees to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7) permitting appropriate officers, who will continue in such positions be paid or in similar positions after the Closing, to execute documents in accordance with this Section 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 5.4(g) required in connection with the consummation original issue discount of the Debt Financing and to permit the proceeds thereof to be made available to Parent at the Closing. (iior payment of fees having similar effect)) Nothing in this Section 5.4(gor (B) requires the Companyimpose new or additional conditions, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.otherwise

Debt Financing. (ia) From the date of this Agreement until Prior to the Closing, 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 the Debt Financing, including the following (it being understood and agreed that in no event shall Parent and/or Buyer arranging 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 debt financing in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on the date of transactions contemplated by this Agreement, closing certificates or other similar documents as which debt financing may be incurred before or following the Closing, including amendments to Parent’s credit facility or issuing private placement bonds (the “Debt Financing”), including all cooperation reasonably requested by 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 be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sourcesaudit or review such financial statements, furnishing to the Financing Sources identified including, if requested by Parent, using reasonable best efforts to (x) provide a customary representation letter in such form as promptly is reasonably required by accountants of Parent and/or the Company, as practicableapplicable, any “know your customer” information requested with such facts and assumptions as reasonably determined by such accountants in order to make such certificate accurate, signed by the Financing Sources or 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 and other pertinent information available statements, (y) cause the auditor of the Company’s financial statements to provide its consent to the Company regarding the Company as may be reasonably requested by Parent inclusion of such report, without exception or qualification, with respect to the extent required 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 consummate provide to Parent and its underwriters, or the Debt Financing equivalent in an unregistered offering of securities, customary and appropriate comfort letters in accordance with the terms American Institute of the Debt Commitment Letter as Public Accountants’ professional standards and to participate 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 due diligence sessions customarily conducted in connection with the marketing provision of comfort letters. In furtherance of the Debt Financing foregoing, the Company shall use its reasonable best efforts to provide to Parent and Buyer the Company’s unaudited consolidated balance sheet as set forth in of June 30, 2018, and the Debt Commitment Letter related statements of income or operations for the 6-month periods ended June 30, 2018 as in effect on soon as reasonably practicable following the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g); and (8) taking all necessary corporate or entity actions, which shall be conditioned on the occurrence end of the ClosingCompany’s second quarter of 2018 period but in no event later than August 4, reasonably requested by Parent to permit any 2018. For the avoidance of the actions contemplated by this Section 5.4(gdoubt, (i) 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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance nothing herein shall require such cooperation to the extent it would unreasonably interfere in any material respect with the ongoing business or operations of the Company, its Company or Company Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the Company, its Subsidiaries and their respective Affiliates prior to the Closing; (3) or require the Company, its Company or Company Subsidiaries and their respective Affiliates to agree to pay any commitment fees, reimburse any expenses, incur any liability or other fee, expenses or other costs or make give any other payment in connection with the Debt Financing indemnities prior to the Closing Date; except to the extent subject to indemnification and reimbursement pursuant to Section 5.10(b); (4ii) take neither the Company nor any action that would result in a breach of any Contract 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 shall be required to enter into (or impose any liability on the Company, its Subsidiaries and their respective Affiliates; (5approve) authorize, execute or deliver any definitive documentation or certificates in connection with the agreement related to any proposed Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date Closing; (iii) neither the Company nor any of its Subsidiaries shall be required to take any action that would require any director, officer or that are not conditioned upon employee of the Company or any Company Subsidiary to execute, or be required to enter into, or adopt any resolutions approving, any document, agreement, certificate or instrument (other than with respect to any authorization letter described in this Section 5.10) in connection with the Debt Financing except as may be effective at or after the Closing; ; (6iv) neither the Company nor any of its Subsidiaries shall be required to provide in connection with the Debt Financing any information the disclosure of which is prohibited or restricted under Law or is legally privileged; and (v) none of the Company or any Company Subsidiary shall be required to provide, and Parent and the Buyer shall be solely responsible for for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information; or , (72) provide any legal opinion. Neither the Company nor its Subsidiaries nor their respective Affiliates, nor description of all or any component 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, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (3) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, (4) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, (5) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K or (6) any solvency certificate or equivalent certification or representation. (iiib) 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this providing the cooperation contemplated by Section 5.4(g5.10(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 CompanyCompany and the Company Subsidiaries, its Subsidiaries and each of their respective Affiliates, and their respective directors, officers, employees, representatives and advisorsRepresentatives, 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 5.4(g) 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. Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts on or prior to the Closing, including using reasonable best efforts to (i) From the date of this Agreement until the Closing, the Company shall, and shall cause its Representatives to, at the Parent’s expense, use reasonable efforts to provide customary cooperation reasonably requested by Parent maintain in connection with obtaining effect the Debt FinancingCommitment Letter, including the following (it being understood ii) negotiate and agreed that in no event shall any party be required to take any action in enter into definitive agreements with respect of the following to the extent that doing so would be commercially unreasonable): Debt Financing (1the “Definitive Agreements”) 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 documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial terms and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing 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 Financing as set forth conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in effect on the date of this Agreement; (6any related fee letter) making available appropriate officers and employeesor, if available, on reasonable advance noticeother terms that (A) are acceptable to Purchaser, to participate in a reasonable number of meetings with prospective lenders and investors and road shows at mutually agreeable dates and times; (7B) permitting appropriate officers, who will continue in such positions or in similar positions after would not reduce the Closing, to execute documents in accordance with this Section 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 5.4(g) required in connection with the consummation aggregate amount of the Debt Financing and to permit such that the proceeds thereof to aggregate amount of the Debt Financing would be made available to Parent at less than the Closing. Financing Amounts, (iiC) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance would not impose new or additional conditions precedent to the extent it would interfere with the ongoing business or operations availability of the CompanyDebt Financing or adversely expands, its Subsidiaries and their respective Affiliates; (2) encumber amends or modifies any of the assets of the Company, its Subsidiaries and their respective Affiliates prior existing conditions precedent 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 in connection with the Debt Financing prior as compared to the Closing Date; (4) take any action that would result in a breach of any Contract in effect conditions as of the date hereof, result (D) would not reasonably be expected to adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter, (E) would not reasonably be expected to hinder, delay or prevent the Closing and (F) would otherwise be permitted by this Section 5.20 and (iii) satisfy on a timely basis all conditions applicable to (and within control of) Purchaser in a violation of Law or result in a violation of organizational documents the Debt Commitment Letter and the Definitive Agreements and complying with its obligations thereunder. Purchaser shall use its reasonable efforts to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements. Without limiting the generality of the Companyforegoing, in the event that all conditions contained in the Debt Commitment Letter (other than consummation of the transactions contemplated by this Agreement and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied, Purchaser shall use its Subsidiaries and their respective Affiliates or impose any liability on reasonable best efforts to cause the Company, its Subsidiaries and their respective Affiliates; (5) authorize, execute or deliver any definitive documentation or certificates in connection with Financing Parties to fund the Debt Financing that would be effective prior required to consummate the transactions contemplated by this Agreement and pay the Closing Purchase Price and the Final Purchase Price to Seller (or one of its designated Affiliates), as and when contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under this Agreement and the Ancillary Agreements. Purchaser shall give Seller prompt notice of any material breach by any party to the Closing Date Debt Commitment Letter or that are not conditioned upon Closing; (6) be responsible for the preparation Definitive Agreements of which Purchaser has become aware or 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 termination of the board of directors of the Company, its Subsidiaries and their respective Affiliates to authorize Debt Commitment Letter or approve the Debt FinancingDefinitive Agreements. (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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

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 ClosingEffective Time, the Company and its Subsidiaries shall, and shall use their reasonable best efforts to cause its Representatives each of their respective officers, directors, employees and representatives to, at the Parent’s expense, use reasonable efforts to provide customary all cooperation reasonably requested by Parent in connection with obtaining 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 or Merger Sub in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents 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; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms arrangement of the Debt Commitment Letter as in effect on the date hereof; Financing; provided, however, (5a) 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 as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 5.4(g); and (8) taking all necessary corporate or entity actions, which that nothing herein shall be conditioned on the occurrence of the Closing, reasonably requested by Parent to permit any of the actions contemplated by this Section 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance require cooperation to the extent it would unreasonably interfere with with, or 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; (2) encumber shall not be required to become subject to any of the assets of the Company, its Subsidiaries and their respective Affiliates obligations under any financing documents until immediately 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 in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract in effect Effective Time so long 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 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(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 directors, 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 5.4(g) shall survive the termination of this Agreement.

Debt Financing. (ia) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closingpursuant to Section 9.1, the Company shall, and Equityholder shall cause its Representatives to, at the Parent’s expense, Company Group to use their commercially reasonable efforts to provide customary cooperation such assistance to Parent and Merger Sub, at the sole expense of Parent, as is reasonably requested by Parent in connection with obtaining 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 documents 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 . Such commercially reasonable efforts to be effective only at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources, furnishing to the Financing Sources identified by Parent, as promptly as practicable, any “know your customer” information requested by the Financing Sources or provide such financial and other pertinent information available to the Company regarding the Company as may be reasonably requested by Parent to the extent required to consummate the Debt Financing in accordance with the terms assistance shall include each of the Debt Commitment Letter as in effect on following: (i) participation in, and assistance with, 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(g) 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 and its Debt Financing Sources, as promptly as is reasonably practicable following Parent’s request, such pertinent and customary information (including financial statements) as may be reasonably necessary to arrange the Closing. Debt Financing and consummate the Marketing Efforts or assemble the Marketing Material, (ii) Nothing delivery on or prior to the Closing Date to Parent of the Ancillary Financing Documents and (iii) providing such other customary information as the Parent may reasonably request with respect to the Debt Financing. Company hereby consents to Parent’s and Merger Sub’s the use of the Company Group’s respective 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 Section 5.4(g) requires Agreement to the Companycontrary, its Subsidiaries and none of the Company Group or their respective Affiliates to: (1) personnel or advisors shall be required to provide any assistance to or cooperation contemplated by the extent it foregoing sentences of this Section 6.9(a) which the Company Equityholder reasonably believes would (A) unreasonably interfere with the businesses or ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (2) encumber any of the assets of the CompanyCompany Group, its Subsidiaries and their respective Affiliates prior to the Closing; (3B) require the Company, its Subsidiaries and their respective Affiliates Company Equityholder or any of the Company Group to pay any commitment or other fee, expenses similar fee or other costs or make incur any other payment 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 Contract confidentiality arrangement or material agreement or the loss of any legal or other privilege, (D) cause any representation or warranty in effect as this Agreement to be breached or any condition to Closing set forth in ARTICLE VIII to not be satisfied, (E) cause any director, manager, officer, employee or equityholder of the date hereof, result in a violation of Law Company Equityholder or result in a violation of organizational documents any of the Company, its Subsidiaries and 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 officers, employees, representatives and advisors, them in connection with their respective obligations pursuant to this Section 5.4(g)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 directors, officers, employees, representatives and advisors, 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 5.4(g) 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 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 reasonably necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing at or prior to the Closing, including using its reasonable best efforts to: (i) From maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Debt Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter as promptly as practicable after the date hereof, but in no event later than the Acceptance Time, or on such other terms and conditions no less favorable in the aggregate to Parent than the terms and conditions contained in the Debt Commitment Letter (provided that such other terms would not reasonably be expected to delay or hinder the Acceptance Time or adversely impact the ability of this Agreement until Parent to obtain the Closingproceeds of the Debt Financing at or prior to the Closing Date), (iv) satisfy (or seek waiver of) on a timely basis all conditions applicable to Parent in the Company shallDebt Commitment Letter (or definitive agreements entered into with respect to the Debt Commitment Letter), (v) prepare the information memoranda, preliminary and shall cause its Representatives tofinal offering memoranda or prospectuses, at the Parent’s expense, use reasonable efforts registration statements and other materials to provide customary cooperation reasonably requested by Parent be used in connection with obtaining the Debt Financing, including Financing prior to the following (it being understood and agreed that in no event shall any party be required to take any action in respect anticipated date on which all of the following Offer Conditions have been satisfied or waived, to the extent reasonably practicable and (vi) in the event 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 all conditions in connection with the Debt Financing; (2) assisting with the preparation of any customary pledge and security documents, other definitive financing documents consistent with the Debt Commitment Letter as in effect on have been satisfied, cause the date of this Agreement, closing certificates or other similar documents as may be reasonably requested by Parent Financing Sources to be effective only fund the Debt Financing at the Closing; (3) facilitating the pledging of collateral; (4) subject to receipt by Parent of customary confidentiality undertakings from Financing Sources; provided, furnishing that, notwithstanding anything to the Financing Sources identified by Parentcontrary herein, as promptly as practicable, any “know your customer” information requested by the Financing Sources or such financial and other pertinent information available to the Company regarding the Company as may Parent shall not be reasonably requested by Parent to the extent required to consummate arrange and obtain the proceeds of the Debt Financing in accordance with the terms of foregoing clause (i) through (vi), and shall not be required to enter into definitive agreements with respect thereto, if 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 Financing as set forth in the Debt Commitment Letter as in effect on the date of this Agreement; (6) making available appropriate officers and employees, on reasonable advance notice, to participate in a reasonable number of meetings 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 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 5.4(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. (ii) Nothing in this Section 5.4(g) requires the Company, its Subsidiaries and their respective Affiliates to: (1) provide any assistance to the extent it would interfere with the ongoing business or operations of the Company, its Subsidiaries and their respective Affiliates; (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 cash or other fee, expenses sources of immediately available funds Parent has or other costs or make any other payment in connection with the Debt Financing prior to the Closing Date; (4) take any action that would result in a breach of any Contract 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 officers, employees, representatives and advisors, in connection with their respective obligations pursuant to this Section 5.4(g). Parent acknowledges and agrees that none of the Company, its Subsidiaries and their respective Affiliates shall, will have prior to the Closing, incur including, without limitation, cash and cash equivalents (including short-term marketable securities) of the Company and the net proceeds of any liability Substitute Financing) are in an amount sufficient to enable it to consummate the Merger and the other transactions contemplated hereby and to pay any Person under any Debt Financing related fees and that expenses. (b) Subject to the terms and conditions of this Agreement, Parent will indemnify and hold harmless the Companynot permit any amendment or modification to be made to, its Subsidiaries and their respective Affiliates, and their respective directors, officers, employees, representatives and advisors, from and against or any and all losses, damages, liabilities, claims, costs, expenses, judgments, penalties and fines suffered waiver of any provision or incurred by any of them arising in whole or in part in connection with such cooperationremedy pursuant to, the Debt Financing and any information utilized in connection therewith, Commitment Letter (other than incurred as pursuant to “flex” provisions contained in the Debt Commitment Letter) without the consent of the Company if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Parent has a result of such parties’ gross negligence, willful misconduct or intentional fraud. The obligations of Parent in this Section 5.4(g) shall survive the termination of this Agreement.sufficient