Common use of Financing Assistance Clause in Contracts

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor (a) Following the date of this Agreement and prior to the Effective Time, the Company shall, and shall cooperate with Owner cause its Subsidiaries and their respective Representatives to, use reasonable best efforts to provide to Parent such reasonable and customary cooperation in connection with Owner’s efforts to obtain and maintain any Financingfinancing by Parent or any of its Subsidiaries in connection with the Merger, in each case as may be reasonably requested by Parent, Merger Sub or their Representatives. Without limiting the generality of the foregoing, O&M Contractor: the Company shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request, (ai) shall execute furnish the report of the Company’s auditor on the three most recently available audited consolidated financial statements of the Company and its Subsidiaries and use its reasonable best efforts to obtain the consent of such typical auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use reasonable best efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests applicable, in connection with obtaining any such financing; (ii) furnish any additional financial statements, schedules, business or other financial data relating to the Company and maintaining its Subsidiaries as may be reasonably necessary to consummate any Financingsuch financing; it being understood that Parent shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with any such financing; (iii) provide direct contact between (x) senior management and advisors, including a consent auditors, of the Company and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times and upon reasonable advance notice; (iv) make available the employees and advisors of the Company and its Subsidiaries to assignment provide reasonable assistance with Parent’s or its Subsidiaries’ preparation of business projections, financing documents and offer materials; (v) obtain the cooperation and assistance of counsel to the Company and its Subsidiaries in providing customary legal opinions and other services; (vi) assist in the preparation of (but not entering into or executing) documents, opinions and certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any certifications such financing or necessary or desirable to permit Parent or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and opinions required shall not take effect until, the Effective Time; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent; (viii) permit Parent or its Subsidiaries’ reasonable use of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to advance review of and consultation with respect to such use), (ix) participate in a reasonable number of meetings and presentations with arrangers and prospective lenders and investors, as applicable (including the Financing participation in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections such meetings of the Site; (c) shallCompany’s senior management), in each case at Owner’s reasonable request, attend times and participate in presentations locations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)be mutually agreed, and (iix) include a description of the material provisions of this Agreement use commercially reasonable efforts to assist in procuring any offering circular necessary rating agency ratings or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsapprovals.

Financing Assistance. O&M Contractor (a) Prior to the Closing, Seller agrees to provide, and shall cooperate cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause its Representatives to provide, all customary cooperation (including with Owner respect to timeliness) in connection with Owner’s the arrangement of the financing contemplated by the Commitment Letter as may be reasonably requested by Buyer, including (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies that are customary for financings of a type similar to the financing contemplated by the Commitment Letter; (ii) assisting in a commercially reasonable manner Buyer and the Financing Sources in the preparation of any lender presentations, bank information memoranda and similar documents reasonably requested by Buyer in connection with the financing contemplated by the Commitment Letter at times and locations mutually agreed; (iii) reasonably cooperating with the marketing efforts of Buyer and the Financing Sources for any of such financing contemplated by the Commitment Letter; (iv) assisting in the preparation of documents relating to the Financing, including any customary credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other certificates, customary closing certificates and documents as may be reasonably requested by Buyer and assisting in the negotiation of any such agreements and other documents; provided, that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing; and (v) using reasonable best efforts to obtain facilitate the obtaining of customary payoff letters, lien terminations and maintain instruments of discharge to be delivered at and subject to the Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness of the Business contemplated by this Agreement to be paid off, discharged and terminated on the Closing Date. Customary cooperation shall not include taking any Financingactions that would unreasonably interfere with the ongoing business or operations of Seller and its Subsidiaries. Without limiting the generality of Notwithstanding the foregoing, O&M Contractor: (av) none of Seller or its Subsidiaries shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction be required to pay any fees or as Owner reasonably requests expenses or incur prior to the Effective Time any other liability or obligation in connection with obtaining and maintaining the financings contemplated by the Commitment Letter, (w) none of Seller, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any Financing, including a consent to assignment and any certifications and opinions required agreement with respect to the Financing financing contemplated by the Commitment Letters that is not contingent upon the Closing or that would be effective prior to the Effective Time (and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Buyer shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of Seller and its Subsidiaries as may be required by the lenders pursuant to the Commitment Letter at, or as of, the Closing), (x) Seller shall not be required to make any representation, warranties or certifications as to which, after Seller’s use of reasonable best efforts to cause such representation, warranty or certification to be true, Seller has in form its good faith determined that such representation, warranty or certification is not true, (y) Seller shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents prior to the Closing, and substance reasonably acceptable (z) nothing shall obligate Seller or any of its Subsidiaries to O&M Contractorprovide, Owner or cause to be provided, any legal opinion by its counsel, or to provide any information or take any action to the extent it would result in a violation of Law or loss of any privilege. For the avoidance of doubt, in no event shall Seller or any of its Subsidiaries be in breach of this Section 5.25(a) because of the failure to deliver, after use of reasonable best efforts to do so, any information that is not prepared in the ordinary course of the Seller’s business and operations at the Project Lender; (b) time requested by Buyer. Seller and its Representatives shall deliver be given a reasonable opportunity to Owner review and the Project Lender information customarily provided comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with a project the financing in format and content mutually acceptable to contemplated by the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)Commitment Letter, and (ii) include a description of the material provisions of this Agreement in any offering circular Buyer shall give due consideration to all reasonable additions, deletions or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer changes suggested thereto by Seller and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsits Representatives.

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) Buyer shall execute such typical documents as an operations use, and maintenance contractor executes shall cause its Affiliates to use, 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 keep the Financing Commitment in a project finance transaction or as Owner reasonably requests full force and effect and to arrange the Debt Financing on the terms and conditions described in connection with obtaining and maintaining the Financing Commitment (including any Financing“flex” provisions thereof), including a consent using reasonable best efforts (i) to assignment negotiate and enter into, and keep in effect, the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to Buyer, provided such terms do not contain any certifications conditions to funding on the Offer Closing Date and opinions the Closing Date and would not otherwise reasonably be expected to impair or delay the consummation of the Financing), (ii) to satisfy (or cause its affiliates to satisfy) all conditions applicable to Buyer and its Subsidiaries to obtaining the Debt Financing set forth in the Financing Commitment that are within their control and to otherwise comply with all of their obligations under the Financing Commitments, (iii) to enforce the Financing Commitment (including by taking such action necessary to cause each Financing Source thereunder to specifically perform their obligations in accordance with the terms thereof), (iv) to take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(viii) below with respect to itself and its Subsidiaries, and (v) to consummate the Debt Financing contemplated by the Commitment Letter at or prior to the Offer Closing and the Closing, as applicable, including using its reasonable best efforts to cause the Financing in form and substance reasonably acceptable Sources to O&M Contractor, Owner fund the Debt Financing required to consummate the Offer at the Offer Closing and the Project LenderMerger at the Closing. Buyer and Merger Sub shall not modify, amend, waive, supplement or otherwise alter the Financing Commitment or the definitive agreements with respect thereto or any of the terms thereof, except that Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of their rights under, the Financing Commitment or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing Commitment from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Financing Commitment or such definitive agreements that amends the Financing Commitment and/or substitution of all or any portion of the Debt Financing shall not (bA) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (B) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. With prior notice to the Company, Buyer shall be permitted to reduce the amount of Debt Financing under the Financing Commitment or the definitive agreements with respect thereto in its reasonable discretion; provided, that Buyer shall not reduce the Debt Financing to an amount committed below the Required Amount; and provided further that such reduction shall not (1) expand upon the conditions precedent to the Debt Financing as set forth in the Financing Commitment or (2) reasonably be expected to prevent, impede or delay the consummation of the Offer and the Merger and the other transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable or Buyer becomes aware of any event or circumstance that makes any portion of the Debt Financing unavailable, in each case, on the terms and conditions set forth in the Financing Commitment, and such portion is reasonably required to consummate the Offer and the Merger and the other transactions contemplated hereby, Buyer shall promptly notify Company of such event, and Buyer shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Buyer to consummate the transactions contemplated hereby. Buyer shall deliver to Owner the Company true and the Project Lender information customarily provided in connection with a project financing in format complete copies of all agreements related to such Alternative Financing (excluding fee letters and content mutually acceptable engagement letters to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shallextent Buyer is prohibited from providing such letters, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/oror, if the Financing must be registered or otherwise disclosed in accordance not so prohibited, with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or numerical amounts and other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionseconomic terms redacted).

Financing Assistance. O&M Contractor Sellers shall cooperate with Owner provide, and shall cause the Company and their respective Representatives to provide, such cooperation, to assist Bxxxx and its Affiliates and Representatives in connection with Owner’s the arrangement of the financing by certain lenders to Buyer to consummate the transactions contemplated by this Agreement (the “Financing”) as may be reasonably requested by Bxxxx, including: (i) providing to Buyer from time to time information regarding the Company and its industry reasonably requested in writing by the parties providing the Financing and assisting with the identification of any portion of such information that constitutes material non-public information; (ii) using commercially reasonable efforts to obtain facilitate negotiations between Buyer and maintain any Financing. Without limiting the generality of the foregoingits financing sources, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes upon reasonable advance notice, participating in a project finance transaction or as Owner reasonably requests reasonable number of meetings, presentations, road shows, due diligence sessions with prospective lenders and sessions with rating agencies in connection with obtaining the Financing; (iii) reviewing and maintaining any Financing, including a consent to assignment and any certifications and opinions required consulting with respect to the Financing in form preparation of materials for rating agency presentations, offering documents, business projections and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided similar marketing documents required in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (fiv) at Owneras promptly as practicable, furnishing Buyer and its financing sources information reasonably requested by any of them; (v) permitting the prospective lenders to evaluate the Company’s requestcurrent assets, shall reasonably cooperate cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and establishing bank and other accounts in connection with taxthe foregoing; (vi) using commercially reasonable efforts to facilitate the pledge of collateral in connection with the Financing; (vii) providing to Buyer as promptly as practicable quarterly and monthly financial statements to the extent available and prepared by the Company in the ordinary course of business; (viii) (A) obtaining customary documents relating to the repayment of Debt and the release of related Liens, including customary payoff letters and (B) promptly and timely providing all documentation and other information required by bank regulatory authorities under applicable “know-exempt Financing or any Financing or other arrangements effected your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to reduce taxes on the Project or Seller Parties and the workCompany, which cooperation shall not includein each case as reasonably requested by Buyer; (ix) assisting in the preparation of, or and executing and delivering documents required in connection with the Financing, including guarantee and collateral documents and customary closing certificates as may be considered or deemed to be, tax advice or planningrequired by Buyer’s financing sources; and (gx) shall provide Owner and the Project Lenders cooperating with Buyer’s legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining any legal opinion that such legal counsel may be required to deliver in connection with the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor (1) The Company shall cooperate with Owner in connection with Owner’s use its commercially reasonable efforts, and shall cause its Subsidiaries to use their commercially reasonable efforts, and shall use its commercially reasonable efforts to obtain cause the Non-Controlled Entities to use their commercially reasonable efforts, provide and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: to cause their respective affiliates and Representatives to provide such customary cooperation (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (btimeliness) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding Purchasers as the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender Purchasers may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor arrangements by the Purchasers to obtain new or amend any existing credit facilities or arrange for any thirdalternative financing in connection with the Arrangement (the “Debt Financing”), subject to the terms hereof (provided that: (i) such request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the ongoing operations of the Company, its Subsidiaries or the Non-party expense reasonably incurred Controlled Entities; (iii) the Company shall not be required to provide, or cause any of its Subsidiaries to provide, or to use commercially reasonable efforts to cause the Non-Controlled Entities to provide, cooperation that involves any binding commitment or agreement (including entry into any agreement or the execution of any certificate) by the Company, its Subsidiaries or the Non-Controlled Entities (or commitment or agreement which becomes effective prior to the Effective Time) which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company, its Subsidiaries or the Non-Controlled Entities upon the termination of this Agreement; (iv) none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be required to take any action pursuant to any Contract, certificate or instrument that is not contingent upon the occurrence of the Effective Time or that would be effective prior to the Effective Time; (v) none of the Board or any of the Company’s Subsidiaries’ or the Non-Controlled Entities’ respective boards of directors (or equivalent bodies) shall be required to adopt any Debt Financing or Contracts related thereto (or any alternative financing) prior to the Effective Time (and no such directors that shall not be continuing directors shall be required to take such action) which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company, its Subsidiaries or the Non-Controlled Entities upon the termination of this Agreement; (vi) no employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities shall be required to take any action which would result in providing such opinions.Person incurring any personal liability (as opposed to liability in his or her capacity as an employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities, as applicable) with respect to any matters related to the Debt Financing; (vii) none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be liable for any adjustments to any pro forma financial information provided pursuant to the Debt Financing; and (vii) any actions taken hereunder shall be, and shall be deemed to be, in compliance with Section 4.1), including, but not limited to:

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall, and shall cooperate with Owner cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with Owner’s efforts to obtain the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and maintain any Financingits Subsidiaries). Without limiting the generality of the foregoingforegoing sentence, O&M Contractorprior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (ai) shall execute as promptly as reasonably practicable provide information (financial or otherwise) relating to Company to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such typical financing) to the extent reasonably requested by Parent to prepare customary offering or information documents as an operations to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and maintenance contractor executes the Financing Sources, including participating in a project finance transaction reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist in preparing customary offering memoranda, rating agency presentations, lender presentations, financial statements (including pro forma financial statements, all of which unaudited financial statements shall have been reviewed by the Company’s independent accountants as provided in Statement on Accounting Standards No. 100), private placement memoranda, prospectuses and other similar documents, including delivery of (A) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications) and (B) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, or as Owner reasonably requests may be requested by the SEC in connection with obtaining the completion of the financing, (v) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters and maintaining consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required to be made by Parent pursuant to the 1933 Act or the 1934 Act (including the Registration Statement), (vii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and (viii) obtain customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Credit Agreement. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, including a consent (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to assignment and execute or enter into or perform any certifications and opinions required agreement with respect to the Debt Financing in form and substance reasonably acceptable to O&M Contractor, Owner and that is not contingent upon the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable Closing occurring or that would be effective prior to the Parties regarding Closing (other than authorization letters contemplated by clause (vii) of this Section 6.03 and for the financial capability avoidance of O&M Contractor and doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company shall facilitate reasonable inspections enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Site; (c) shallCompany and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, at Owner’s reasonable requestor as of, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5the Closing), and (ii3) include nothing shall obligate the Company or any of its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to the extent it would result in a description violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the material provisions Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in satisfying its obligations under this Agreement Section 6.03. Parent, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in any offering circular settlement (including all interest, assessments and other charges paid or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate payable in connection with tax-exempt Financing or in respect of any Financing thereof) suffered or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request incurred in connection with obtaining and maintaining the Financing, any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsconnection therewith.

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations engineering, procurement and maintenance construction contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment assignment, an estoppel certificate and any other certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Facility Lender; (b) shall deliver to Owner and the Project Facility Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, shall at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Facility Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Facility Lenders (subject to Section 17.516.4), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit Exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer Independent Engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with taxTax-exempt Financing or any Financing or other arrangements effected to reduce taxes Taxes on the Project Facility or the workWork, which cooperation shall not include, or be considered or deemed to be, tax Tax advice or planning; and (g) shall provide Owner and the Project Facility Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, Contractor as Owner or any Project Facility Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor (a) Following the date of this Agreement and prior to the Effective Time, the Company shall, and shall cooperate with Owner use commercially reasonable efforts to cause its Subsidiaries and their respective Representatives to, use commercially reasonable efforts to provide to Parent such reasonable and customary cooperation in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents in each case, as an operations and maintenance contractor executes in a project finance transaction may be reasonably requested by Parent or as Owner reasonably requests its Representatives in connection with obtaining and maintaining any Financingthe Mergers, including using commercially reasonable efforts to (i) furnish, as promptly as reasonably practicable upon request, financial statements and financial and other information regarding the Company and its Subsidiaries (it being understood that Parent shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with any such financing), (ii) participate in a consent to assignment reasonable number of meetings, drafting sessions and due diligence sessions with potential Financing Sources (each of which may be conducted by conference call or video conference) and rating agencies, if necessary, (iii) assist in the preparation of any certifications offering documents, confidential information memoranda, prospectuses, offering memoranda, customary marketing material, rating agency and opinions required syndication materials, in each case with respect to the Financing Financing, (iv) assist in form obtaining comfort letters and, if required, consents of accountants and substance reasonably acceptable auditors with respect to O&M Contractor, Owner financial statements and other financial information for the Project Lender; Company and its Subsidiaries for inclusion in documents referred to in clause (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5iii), and (iiv) include a description of to the material provisions of this Agreement in extent reasonably requested at least ten (10) business days prior to the Closing Date, provide any offering circular or document information and documents required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with taxapplicable “know your customer” and anti-exempt Financing money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 (and if the Company or any Financing of its Subsidiaries qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Company or other arrangements effected any of its Subsidiaries necessary to reduce taxes on complete a Beneficial Ownership Certification with respect to the Project Company or any of its Subsidiaries), each of which of the workforegoing shall be at Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense. Notwithstanding the foregoing, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and neither the Company nor any of its Subsidiaries (gA) shall provide Owner and be required to approve, execute or deliver any documentation in connection with any such Financing that, in each case, is not effective or conditioned, as applicable, upon the Project Lenders with legal opinions Closing or that would not terminate without liability to the Company or any of counsel regarding its Subsidiaries, Significant JV Entities, Representatives or Affiliates upon the execution, delivery and validity termination of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner (B) shall be required to incur any liability or obligation (including any Project Lender may reasonably request indemnification obligation) in connection with obtaining any such Financing that is not contingent on the Closing or pay any commitment or other fee in connection with any Financing prior to the Closing, (C) shall be obligated to provide any financial (or other) information that (1) is not produced in the ordinary course of business or (2) cannot be produced or provided without unreasonable cost or expense, (D) shall be required to take any action other than at Parent’s request and maintaining with reasonable prior notice, (E) shall be required to take any action that would conflict with, violate or result in a breach of or default under its organizational documents or any material contract or Law to which it or its property is bound, (F) shall be required to adopt resolutions or implement other authorizations approving any financing arrangement pursuant to this Section 5.20 or pledge any collateral with respect to such financing arrangement or otherwise encumber its assets prior to Closing (and, for the avoidance of doubt, (x) the post-Closing board of directors or other governing bodies, as applicable, shall enter into or provide any resolutions as may be required and (y) the post-Closing officers shall provide any officer certificates as may be required, in each case, in connection with any financing arrangement at, or as of, the Closing Date), (G) shall be required to take any action that could subject any director, manager, officer or employee of the Company or its Subsidiaries to any actual or potential personal liability, (H) shall be required to provide access to or disclose information that the Company determines in good faith (after consultation with counsel) would jeopardize any attorney client privilege of, or conflict with any confidentiality requirements applicable to, the Company or any of its Subsidiaries, Significant JV Entities, Representatives or Affiliates, (I) shall be required to take any action that it determines in good faith would unreasonably interfere with the ongoing commercial operations of the Company or any of its Subsidiaries or any Significant JV Entity, (J) shall be required to take any action to the extent it could cause any representation or warranty in this Agreement to be breached, cause any condition to the Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or (K) shall be required to deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters in connection with any such Financing. Furthermore, provided notwithstanding anything to the contrary in this Agreement, Parent acknowledges and agrees that Owner compliance with this Section 5.20(a) is not a condition to Closing (including for the purposes of Section 6.3(b)), the consummation of a Financing is not a condition to the Closing, and if any Financing has not been obtained, Parent shall reimburse O&M Contractor for any third-party expense reasonably incurred continue to be obligated, until such time as the Agreement is terminated in providing such opinionsaccordance with Article VII and subject to the waiver or fulfillment of the conditions set forth in Article VI, to complete the transactions contemplated by this Agreement.

Financing Assistance. O&M Contractor Although the parties acknowledge and agree that obtaining financing is not a condition to Closing, prior to the Effective Time, the Company and its Subsidiaries shall cooperate with Owner use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause their officers, employees representatives and advisors, including legal, financial and accounting advisors, to, provide such cooperation as is reasonably requested by Parent in connection with Owner’s efforts to obtain and maintain any its financing (the “Financing. Without limiting ”) in connection with the generality of the foregoingTransactions, O&M Contractor: including (ai) shall execute such typical documents as an operations and maintenance contractor executes participating in a project finance transaction or as Owner reasonable number of meetings, drafting sessions and due diligence sessions, and reasonably requests assisting Parent and the Financing Sources in the preparation of definitive financing documents, offering documents, rating agency presentations and other materials reasonably and customarily requested to be used in connection with obtaining and maintaining any the Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include if reasonably requested by Parent or a description Financing Source, providing direct contact between senior management and representatives (including accountants) of the material provisions of this Agreement in any offering circular Company, on the one hand, and Financing Sources or document required potential Financing Sources, potential lenders and investors for the Financing and/orFinancing, if on the other hand, (iii) providing reasonably promptly to Parent and the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to Sources such registration statement or financial and other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel information regarding the executionCompany and its Subsidiaries which is set forth on Schedule 7.13 or such other financial information that is readily available or within the Company’s possession, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractorin each case, as Owner or any Project Lender may is reasonably request requested in connection with obtaining and maintaining the Financing, (iv) the Company and its Subsidiaries executing and delivering reasonable and customary certificates, management representation letters and other documentation required by the Financing Sources and the definitive documentation relating to the Financing, (v) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in any definitive documentation relating to the Financing, (vi) delivering notices of prepayment within the time periods required by the agreements governing the Closing Indebtedness for the repayment in full thereof at the Effective Time; (vii) delivering possessory collateral (such as certificated equity and promissory notes) within its possession or the possession of Closing Indebtedness lenders, and (viii) taking all reasonable formal corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of the Financing; provided, however, that (1) neither the Company nor any of its Subsidiaries shall be required to provide such cooperation to the extent such cooperation materially interferes with the Company’s or its Subsidiaries’ day to day operations or to produce the information above if such information is unavailable to the Company or its Subsidiaries or its production is impracticable or would cause undue burden to the Company and its Subsidiaries, (2) unless otherwise expressly agreed by the Company in its sole discretion, the effectiveness of the documentation executed or delivered by the Company under this Section 7.13 shall be subject to the effectiveness of the Merger, (3) the pre-Closing board of the directors of the Company or any Company Subsidiary (or equivalent governing body) shall not be required to approve any document or other matter related to the Financing or incur any liability with respect thereto, (4) Parent shall coordinate its request for the Company’s assistance so as to minimize disruption to the Company’s executive officers’ day to day responsibilities, and (5) the Company’s obligations set forth in this Section 7.13 shall not include any obligation on the part of the Company to (I) obtain accountants’ comfort letters or legal opinions, (II) provide solvency opinions, (III) provide Regulation S-X compliant financial statements, or (IV) incur any liability in connection with, related to or arising from the Financing or to any Financing Source prior to the Effective Time. Parent shall, 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 or any of its Subsidiaries in connection with the cooperation contemplated by this Section 7.13. The Company shall notify Parent promptly if it materially restates any audited historical financial statements of the Company or any of its Subsidiaries provided for under this Section 7.13, in whole or in part. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The Company will be deemed in compliance with this Section 7.13, and neither Parent nor Merger Sub may allege that Owner the Company is or has not been in compliance with this Section 7.13, unless Parent provides prompt written notice of the alleged failure to comply specifying in reasonable detail specific steps to cure such alleged failure in a commercially reasonable and practicable manner consistent with this Section 7.13, which failure to comply has not been cured within ten (10) Business Days from receipt of such written notice (in which case the Outside Date shall reimburse O&M Contractor for also be extended by the number of days that the Company actually failed to be in compliance with this Section 7.13, including any third-party expense reasonably incurred in providing such opinionsportion of the cure period used by the Company).

Financing Assistance. O&M Contractor (i) The Company shall cooperate use its reasonable best efforts to arrange the Bank Financing and the second lien debt to be issued to GM set forth in Exhibit E (the “GM Debt”) on the terms and conditions described in the Financing Letter and in Exhibit E, including using its reasonable best efforts to (i) negotiate definitive agreements with Owner respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to the Company in such definitive agreements that are within its control and (iii) consummate the Debt Financing at the Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter or in Exhibit E, the Company shall promptly (and in any event within one Business Day) notify AXXX of such unavailability and the reasons therefore. The Company shall give AXXX prompt notice of any breach by any party of the Financing Letter or any termination of the Financing Letter. The Company shall keep AXXX informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, in each case, to the extent adverse to the Company or the Investors, the Financing Letter or the terms set forth in Exhibit E. The Company shall provide notice to AXXX promptly upon receiving the Debt Financing and shall furnish correct and complete copies of the definitive agreements with respect thereto to AXXX promptly upon their execution. Subject to applicable regulatory or NASD requirements, Merrill and UBS (or their Affiliates) shall be entitled to participate in the Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to AXXX and its counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of AXXX and its counsel consistent with the Agreement, the Preferred Term Sheet and the Plan and any other reasonable comments of AXXX and its counsel and shall not reject such comments without first discussing the reasons therefor with AXXX or its counsel and giving due consideration to the views of AXXX and its counsel, and (iii) keep AXXX reasonably informed on a timely basis of developments in connection with Owner’s efforts the Debt Financing and provide the Investors with an opportunity to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.”.

Financing Assistance. O&M Contractor (i) The Company shall cooperate use its reasonable best efforts to arrange the Bank Financing and the second lien debt to be issued to GM set forth in Exhibit E (the "GM Debt") on the terms and conditions described in the Financing Letter and in Exhibit E, including using its reasonable best efforts to (i) negotiate definitive agreements with Owner respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to the Company in such definitive agreements that are within its control and (iii) consummate the Debt Financing at the Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter or in Exhibit E, the Company shall promptly (and in any event within one Business Day) notify ADAH of sucx xxavailability and the reasons therefore. The Company shall give ADAH prompt xxxice of any breach by any party of the Financing Letter or any termination of the Financing Letter. The Company shall keep ADAH informxx xn a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, in each case, to the extent adverse to the Company or the Investors, the Financing Letter or the terms set forth in Exhibit E. The Company shall provide notice to ADAH promptxx upon receiving the Debt Financing and shall furnish correct and complete copies of the definitive agreements with respect thereto to ADAH promptxx upon their execution. Subject to applicable regulatory or NASD requirements, Merrill and UBS (or their Affiliates) shall be entitled to participate in the Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to ADAH and itx xxunsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of ADAH and xts counsel consistent with the Agreement, the Preferred Term Sheet and the Plan and any other reasonable comments of ADAH and itx xxunsel and shall not reject such comments without first discussing the reasons therefor with ADAH or its xxxnsel and giving due consideration to the views of ADAH and xts counsel, and (iii) keep ADAH reasonxxxx informed on a timely basis of developments in connection with Owner’s efforts the Debt Financing and provide the Investors with an opportunity to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.".

Financing Assistance. O&M Contractor Norbord shall cooperate with Owner provide and shall use commercially reasonable efforts to have its Representatives (including counsel, financial advisors and auditors) provide to West Fraser cooperation reasonably requested by West Fraser in connection with Owner’s any financing entered into in connection with the Arrangement, compliance with or modifications to or waivers of the provisions of any indebtedness of Norbord, and/or the retirement, redemption, satisfaction and discharge of any Financial Indebtedness of West Fraser (collectively, the “Financing”), including: (i) furnishing West Fraser as promptly as reasonably practicable with financial and other information regarding Norbord and its subsidiaries, provided that competitively sensitive information may be provided only to the external counsel of West Fraser, (ii) using its commercially reasonable efforts to facilitate the pledging of collateral in connection with the Financing (subject to the occurrence of the Effective Time), including facilitating the execution and delivery of any customary collateral documents and other customary certificates and documents as may be reasonably requested by West Fraser, (iii) participating in meetings, drafting sessions, rating agency presentations and due diligence sessions, (iv) assisting West Fraser and its financing sources with the preparation of bank information memoranda and other marketing and rating agency materials for the Financing, (v) cooperating with West Fraser to obtain customary corporate and facilities ratings including for Norbord and the Financing and (vi) using its commercially reasonable efforts to obtain customary payoff letters, redemption notices, releases of liens and maintain instruments of termination or discharge; provided, however, that (A) such requested cooperation or Financing is not, in the opinion of Norbord or Norbord’s counsel, acting reasonably, prejudicial to Norbord or any Financing. Without limiting of its subsidiaries or the generality Norbord Shareholders, (B) such requested cooperation or Financing shall not materially impede, delay or prevent the satisfaction of any conditions set forth in Article 6, (C) such requested cooperation or Financing shall not materially impede, delay or prevent the consummation of the foregoingArrangement, O&M Contractor: (aD) such requested cooperation or Financing shall execute not require Norbord to obtain the approval of the Norbord Shareholders and shall not require West Fraser to obtain the approval of the holders of any securities of West Fraser or any of its Affiliates, (E) West Fraser shall pay all of the cooperation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of such typical documents as an operations and maintenance contractor executes in a project finance transaction requested cooperation or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including actual out-of-pocket costs and expenses for external counsel and auditors which may be incurred by Norbord, (F) such requested cooperation or Financing does not require the directors, officers, employees or agents of Norbord or its subsidiaries to take any action in any capacity other than as a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractordirector, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)officer or employee, and (iiG) include no such requested cooperation or Financing shall be considered to constitute a description breach of the material provisions representations, warranties or covenants of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsNorbord hereunder.

Financing Assistance. O&M Contractor (a) Prior to the Effective Time, the Company shall, and shall cooperate with Owner cause its Subsidiaries and their respective Representatives to, provide such reasonable cooperation in connection with Owner’s efforts to obtain and maintain any Financingfinancing by Parent, ETP or any of their respective Subsidiaries in connection with the Merger or otherwise, in each case as may be reasonably requested by ETP, Merger Sub or their Representatives. Without limiting the generality of the foregoing, O&M Contractor: the Company shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request (ai) shall execute furnish the report of the Company’s auditor on the most recently available audited consolidated financial statements of the Company and its Subsidiaries and use its reasonable best efforts to obtain the consent of such typical auditor to the use of such report, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use reasonable best efforts to cause such auditor to provide customary comfort letters to the underwriters, initial purchasers or placement agents, as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests applicable, in connection with obtaining any such financing; (ii) furnish any additional financial statements, schedules, business or other financial data readily available and maintaining relating to the Company and its Subsidiaries reasonably requested by ETP, Merger Sub or their Representatives as may be reasonably necessary to consummate any Financingsuch financing; (iii) provide reasonable direct contact between (x) senior management and advisors, including a consent auditors, of the Company and (y) the proposed lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent or ETP’s auditors, as applicable, in connection with, the financing, at reasonable times and upon reasonable advance notice; (iv) make available senior management of the Company and its Subsidiaries to assignment provide reasonable assistance with Parent’s or ETP’s or their respective Subsidiaries’ preparation of business projections, financing documents, pro forma financial information, pro forma financial statements and offer materials; (v) obtain the cooperation and assistance of counsel to the Company and its Subsidiaries in providing customary legal opinions and other services; (vi) provide information, documents, authorization letters, opinions and certificates, enter into agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with the financing or necessary or desirable to permit Parent or ETP or their respective Subsidiaries’ to fulfill conditions or obligations under the financing documents, provided that such agreements entered into shall be conditioned upon, and shall not take effect until, the Effective Time; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by ETP; (viii) permit Parent’s or ETP’s or their respective Subsidiaries’ reasonable use of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any certifications such financing (subject to advance review of and opinions required consultation with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5such use), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.,

Financing Assistance. O&M Contractor Prior to the Closing, the Company agrees to use, and shall cooperate with Owner cause its Subsidiaries to use, its and their commercially reasonable efforts to provide, and to cause its and their respective Representatives to use their commercially reasonable efforts to provide, all customary cooperation in connection with Owner’s efforts the arrangement, syndication and consummation of a Debt Financing or any replacement, amended, modified or alternative financing (collectively, the “Available Financing”) for the Transactions and the repayment of any Indebtedness of the Company and its Subsidiaries, in each case as may be reasonably requested by Parent or Purchaser, including (i) assisting in a commercially reasonable manner Parent, Purchaser and their Debt Financing Sources in the preparation of any offering documents, syndication documents and materials, including confidential information memoranda, private placement memoranda, offering memoranda, rating agency materials and similar documents reasonably requested by Parent or Purchaser and customary for financings of a type similar to obtain the Available Financing (collectively, the “Offering Documentation”); (ii) assist in obtaining of comfort letters and, if required, consents of accountants and maintain auditors with respect to financial statements and other financial information for the Company and its Subsidiaries for inclusion in any FinancingOffering Documentation; (iii) commercially reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, the pay-off of existing Indebtedness and the release of related Encumbrances, guarantees and other security interests; (iv) providing information regarding the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001; and (v) assisting Parent in obtaining corporate, credit, facility and securities ratings from rating agencies. Without limiting the generality of Notwithstanding the foregoing, O&M Contractor: (aw) prior to the Closing, neither the Company nor any of its Subsidiaries shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction be required to pay any commitment or as Owner reasonably requests other similar fee or incur or become subject to any other monetary liability or obligation in connection with obtaining and maintaining any the Available Financing, including a consent (x) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to assignment authorize, execute or enter into or perform any agreement (other than customary authorization and any certifications and opinions required representation letters) with respect to a contemplated Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing (and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Purchaser and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the Debt Financing Sources at, or as of, the Closing), (y) the Company shall not be required to make any representation, warranties or certifications as to which, after the Company’s use of reasonable best efforts to cause such representation, warranty or certification to be true, the Company has in form its good faith determined that such representation, warranty or certification is not true, and substance reasonably acceptable (z) nothing shall obligate the Company or any of its Subsidiaries to O&M Contractorprovide, Owner or cause to be provided, any legal opinion by its counsel, or to provide any information or take any action to the extent it would result in a violation of Law or loss of any privilege. The Company and the Project Lender; (b) its Representatives shall deliver be given a reasonable opportunity to Owner review and the Project Lender information customarily provided comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with a project financing in format the Available Financing, and content mutually acceptable Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its Representatives. The Company hereby consents to the Parties regarding use of its and its Subsidiaries’ logos in connection with the financial capability of O&M Contractor and shall facilitate reasonable inspections Available Financing; provided, that such logos are used solely in a manner that does not violate any existing contractual obligation of the Site; (c) shallCompany and is not intended to, at Owner’s reasonable requestnor reasonably likely to, attend harm or disparage the Company or its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, each of Parent and participate in presentations to actual Purchaser acknowledges and potential Project Lenders; (d) hereby authorizes Owner to agrees that (i) provide compliance with this Agreement Section 6.5 is not a condition to potential Project Lenders (subject to Section 17.5), Closing and (ii) include a description neither the obtaining of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Debt Financing or any Financing or other arrangements effected alternative financing, nor the completion of any issuance of securities contemplated by any alternative financing is a condition to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.Closing. ARTICLE 7 ADDITIONAL COVENANTS OF THE PARTIES

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner use reasonable best efforts to cause each of its Subsidiaries to, use reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with Owner’s the arrangement of the Financing (such Financing, together with any debt securities contemplated by the Debt Financing Commitment, collectively, the “Applicable Financing”) (provided that such requested cooperation is not in violation of applicable Law, does not unreasonably interfere with the operations of the Company and its Subsidiaries), including (i) using reasonable best efforts to obtain promptly furnish to Parent, Midco and maintain Merger Sub and the Financing Sources all Required Information, (ii) using reasonable best efforts to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and drafting sessions with the Financing Sources, any Financing. Without limiting prospective lenders and investors in the generality Applicable Financing and rating agencies (including direct contact between senior management and Representatives (including accounting) of the foregoingCompany) and to cooperate reasonably with the Financing Sources’ due diligence, O&M Contractor: to the extent customary and reasonable for the Financing, (aiii) shall execute such typical using reasonable best efforts to assist with the drafting and preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents as an operations (including prospectuses, private placement memoranda, lender and maintenance contractor executes in a project finance transaction or as Owner reasonably requests investor presentations, bank information memoranda and similar documents) business projections and other marketing documents required in connection with obtaining the Applicable Financing (all such documents and maintaining materials, collectively the “Offering Documents”), to identify any Financingportion of any information contained in any Offering Documents that constitutes material nonpublic information, including a consent and to assignment cause the chief financial officer or person performing similar functions of the Company to execute and any certifications deliver customary authorization and opinions required customary representation and warranty letters with respect to the Financing in form Offering Documents, (iv) using reasonable best efforts to cause the taking of customary corporate actions by the Company and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders its Subsidiaries (subject to Section 17.5), and (iithe Closing) include a description reasonably necessary for the consummation of the material provisions of this Agreement in any offering circular or document required for Financing and the Financing and/orClosing, if provided that no such action shall be effective prior to the Financing must be registered or otherwise disclosed Effective Time, (v) in accordance with Applicable applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; facilitating the providing of guarantees and granting of a security interest (eand perfection thereof) at Owner’s request, shall reasonably cooperate with the independent engineer in and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; pledge of collateral and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.using

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) The Company shall execute use its reasonable best efforts to provide such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, cooperation (including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable timeliness) to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement Parent as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender Parent may reasonably request in connection with obtaining any financing, including by way of public offering or private placement in Canada, the United States or elsewhere, carried out by Parent or any of its Subsidiaries prior to the Effective Time, including (i) participating in a reasonable number of meetings, presentations, drafting sessions, due diligence sessions and maintaining sessions with underwriters, prospective investors and ratings agencies; (ii) furnishing Parent and any underwriters with such financial and other pertinent information regarding the FinancingCompany as may be reasonably requested by Parent, including reconciliation of financial information from GAAP to IFRS to the extent required for the preparation of pro forma financial statements; (iii) assisting Parent and any underwriters in the preparation of any investor presentations, rating agency presentations, offering memoranda, prospectuses and similar documents solely with respect to information about the Company and its Subsidiaries; (iv) using commercially reasonable efforts to obtain consent(s) from the Company’s accountants to allow Parent to include, or incorporate by reference, in any offering memorandum or prospectus, the Company’s financial statements and such accountants’ reports thereon and to deliver customary consents and comfort letters in connection with such financial statements and translated versions of such financial statements and reports, together with customary translation opinions; and (v) providing, and using commercially reasonable efforts to cause the Company’s accountants to provide, assistance to Parent in the preparation of pro forma financial statements (provided that, for the avoidance of doubt, Parent shall be solely responsible for the preparation of any such pro forma financial statements) and other information about the Company and its Subsidiaries included in any offering memorandum, prospectus or other filing with the SEC or Canadian provincial or territorial securities regulatory authorities; provided that, notwithstanding anything to the contrary contained in this Agreement (including this Section 7.19), (i) nothing in this Agreement shall require any cooperation to the extent that Owner it would require the board of directors of the Company or board of (managing) directors of any of its Subsidiaries to take any action or the Company or any of its Subsidiaries or Representatives, as applicable, to waive or amend any terms of this Agreement, agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time or to approve the execution or delivery of any document or certificate in connection with any financing, and (ii) no officer of the Company or any of its Subsidiaries who is not an officer of the Surviving Company shall reimburse O&M Contractor be obligated to deliver any certificate in connection with any financing, other than customary certificates or representation letters to the Company’s accountant in connection with any consent or comfort letter to be provided pursuant to clause (iv) above, and no counsel for the Company or any third-party expense reasonably incurred of its Subsidiaries shall be obligated to deliver any opinion in providing such opinionsconnection with any financing; and provided, further, that, irrespective of the above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument, other than customary certificates or representation letters to the Company’s accountant in connection with any consent or comfort letter to be provided pursuant to clause (iv) above, shall be effective until the Effective Time and none of the Company and none of the Company or any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing (including entry into any agreement that is effective before the Effective Time) or that would be effective prior to the Effective Time. Notwithstanding anything in this Section 7.19 to the contrary, neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or commitment in connection with any financing prior to the Effective Time.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner cause its Subsidiaries, and use its commercially reasonable efforts to cause their respective directors, officers, employees, counsel, accountants, agents, advisors and other representatives, to provide to the Purchaser and the Merger Sub such cooperation that is reasonably requested by the Purchaser and required by the Initial Lenders (as defined in the Debt Financing Commitments) in connection with Owner’s efforts to obtain and maintain (x) the Debt Financing or (y) any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a New Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or provided that any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with any New Debt Financing shall be generally customary for debt financings of the type contemplated by the New Debt Financing Commitments, in the case of each of clauses (x) and (y), including (i) assisting in the preparation for and participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies and assisting the Purchaser in obtaining ratings, each as contemplated by the Debt Financing Commitments and maintaining within the time periods required by the Purchaser’s Debt Financing sources; (ii) assisting with the preparation of materials for rating agency presentations, bank books, confidential information memoranda and similar documents, each as required in connection with the Debt Financing, including representation and authorization letters, and within the time periods required by the Purchaser’s Debt Financing sources; (iii) as promptly as reasonably practical, furnishing the Purchaser and its Debt Financing sources with the Required Information; (iv) using commercially reasonable efforts to obtain customary appraisals, surveys, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Debt Financing as reasonably requested by the Purchaser and required by the Initial Lenders, and, if requested by the Purchaser or Merger Sub, to cooperate with and assist the Purchaser or Merger Sub in obtaining such documentation and items; (v) reasonably facilitating, subject to the Effective Time, pledging of collateral, perfection of Liens (including cooperation in connection with the payoff of existing indebtedness and the release of related Liens) and providing of guarantees supporting the Debt Financing; (vi) taking commercially reasonable actions necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Effective Time, and (B) assist the Purchaser to establish or maintain, effective as of the Effective Time, account control and/or blocked account agreements and lock box arrangements in connection with the Debt Financing; (vii) using commercially reasonable efforts to assist the Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the Company is a party and to arrange discussions among the Purchaser, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time and (viii) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by the Purchaser that are necessary or customary to permit the consummation of the Debt Financing; provided that Owner no board of directors or similar governing body of the Company or any of its Subsidiaries shall reimburse O&M Contractor for be required to take any third-party expense action in connection with the foregoing; and provided further that in all cases none of the Company or any of its Subsidiaries, or any of their respective directors, officers, advisors, or representatives shall incur any liability in connection with the financing prior to the Effective Time and none of the Affiliates (excluding the Purchaser and its Affiliates), directors, officers, advisors, or representatives of the Company or its Subsidiaries shall incur any liability in connection with the financing at any time. The Company will use commercially reasonable efforts to periodically update the Required Information provided to the Purchaser pursuant to clause (iii) of the foregoing sentence as may be necessary such that the Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. For the avoidance of doubt, the Purchaser may, to most effectively access the financing markets, require the cooperation of the Company under this Section 6.08 on multiple occasions, between the date hereof and the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably incurred in providing likely to harm or disparage the Company or any of its Subsidiaries. Nothing herein shall require such opinionscooperation, assistance or other efforts to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner use reasonable best efforts to cause each of the Company Subsidiaries to, provide such cooperation as may be reasonably requested by Holdco in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Debt Financing, including a consent to assignment and any certifications and opinions required or if applicable, the Alternative Debt Financing (provided that such requested cooperation does not unreasonably interfere with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner operations of the Company and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate Company Subsidiaries), including using reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner best efforts to (i) provide this Agreement as promptly as reasonably practicable furnish to potential Project Lenders (subject to Section 17.5)Holdco and Merger Sub and the Financing Sources all Required Information, and (ii) include participate in a description reasonable and limited number of meetings, presentations and due diligence sessions with the material provisions of this Agreement in any offering circular or document required Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Financing and/orDebt Financing, if (iii) to the Financing must be registered or otherwise disclosed extent customary and in accordance with Applicable Law, facilitate the providing of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Debt Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing, if applicable and as may be reasonably requested by Holdco, provided that Owner mayno such definitive documents in this clause (iii) shall be effective until the Effective Time, after consultation with O&M Contractor(iv) arrange for customary payoff letters, file lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (v) furnish all documentation and other information required by Governmental Entities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Debt Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Agreement as an exhibit to such registration statement Section 8.18 or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate otherwise in connection with tax-exempt Financing or any Financing Debt Financing, (x) to pay any commitment or other arrangements effected similar fee prior to reduce taxes on the Project or the workEffective Time, which cooperation shall not include(y) to incur any expense unless such expense is reimbursed by Holdco promptly after incurrence thereof, or be considered (z) to take, or deemed commit to betaking, tax advice any action that is not contingent upon the Closing or planning; and (g) would subject it to actual or potential liability prior to the Effective Time. Holdco shall provide Owner and promptly, upon the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity termination of this Agreement, absence of conflicts, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the legal status of O&M Contractor, as Owner Company or any Project Lender may reasonably request of its Subsidiaries in connection with obtaining the cooperation of the Company and maintaining the Company Subsidiaries contemplated by this Section 8.18 and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing, provided that Owner shall reimburse O&M Contractor for or if applicable, the Alternative Debt Financing, and any third-party expense reasonably incurred information used in providing connection therewith, except in the event such opinions.liabilities or losses arose out of or result from the willful misconduct of the Company, the Company Subsidiaries or any of their respective Representatives. 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Financing Assistance. O&M Contractor shall cooperate The Company will, and will cause its Subsidiaries and their respective Affiliates, directors, officers, agents or representatives to, provide Buyer/Transitory Subsidiary with Owner such cooperation in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingDebt Financing contemplated by the Debt Financing Commitment as may be commercially reasonably requested by the Buyer/Transitory Subsidiary, O&M Contractorincluding, without limitation, by: (ai) shall execute such typical documents as an operations providing direct contact between prospective lenders and maintenance contractor executes the officers of the Company and its Subsidiaries, (ii) providing assistance in preparation of confidential information memoranda (including execution and delivery of a project finance transaction or as Owner reasonably requests customary representation letter) and other materials to be used in connection with obtaining the Debt Financing contemplated by the Debt Financing Commitment and maintaining any Financingall information (including financial information) customarily contained therein, (iii) providing assistance in the preparation for, and participating in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (iv) entering into a loan agreement and related documents (including pledge and security documents immediately prior to the Effective Time), (v) executing and delivering customary certificates, legal opinions or other documents reasonably requested by the Buyer/Transitory Subsidiary (including a consent to assignment and any certifications and opinions required certificate of the chief financial officer of the Company with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral contemplated by the Debt Financing Commitment, and (vi) providing the financial statements and other information necessary for the satisfaction of the obligations and conditions set forth in form the Debt Financing Commitment within the time periods required thereby in order to permit a Closing Date on or prior to the Outside Date (which obligation shall not include providing any audited financial statements; provided, however, that neither the Company nor any of its Subsidiaries shall (i) be required to pay any commitment or other similar fee, (ii) have any liability or obligation under any loan agreement and substance reasonably acceptable related documents, unless and until the Closing occurs, (iii) incur any other liability in connection with the Debt Financing contemplated by the Debt Financing Commitment or (iv) be required to O&M Contractor, Owner and take any action that will (a) conflict with or violate the Project Lender; Company’s organizational documents or any Law or (b) shall deliver result in the contravention of, or that would reasonably be expected to Owner and result in a violation or breach of, or a default under, any Contract to which the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing Company or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsits Subsidiaries is a party.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner use commercially reasonable efforts to cause each of the Group Companies to, provide such cooperation as may be reasonably requested by Parent and Merger Sub in connection with Owner’s the arrangement of the Debt Financing, including (i) arranging for reasonable direct contact between Representatives of the Company or its Subsidiaries with Representatives of Parent and Debt Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with any Debt Financing (including using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to any Debt Financing and maintain delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing Parent and Debt Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any Financing. Without limiting Debt Financing sources and using commercially reasonable efforts to cause the generality Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and any Debt Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or any Debt Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries including for the purpose of establishing collateral eligibility and values, (v) to the extent customary and in accordance with applicable Law and not prohibited by the Company’s contractual obligations to third parties, (A) facilitating the granting of security or pledging of collateral and (B) executing and delivering any Debt Financing Agreements (including any pledge and security documents), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Debt Financing Agreements to which it is a party shall be contingent upon the occurrence of the Effective Time, (vi) taking all commercially reasonable actions necessary to (A) permit Debt Financing sources to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, O&M Contractor: (avii) shall execute such typical documents furnishing Parent, Merger Sub and their Representatives, as an operations well as any prospective Debt Financing sources, promptly with all documentation and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions other information required with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the Financing in form and substance reasonably acceptable information provided to O&M Contractor, Owner such prospective lenders shall be subject to the terms of a confidentiality agreement to be entered to between such prospective lenders and the Project Lender; Company (bviii) using commercially reasonable efforts to obtain consents from third parties and accountants’ comfort letters from the Company’s and its Subsidiaries’ accounting firm contemplated by any Debt Financing and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith, and (ix) to the extent customary and in accordance with applicable Law, assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Debt Financing, including any credit agreements, security documents related to the Debt Financing, if applicable and as may be reasonably requested by Parent, provided that not such definitive documents shall deliver be effective until the Effective Time. In no event shall the Company or any of its Subsidiaries or Affiliates be required to Owner and the Project Lender information customarily provided bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with a project financing in format and content mutually acceptable the Debt Financing (including entry into any agreement) that is not contingent upon the Closing or would be effective prior to the Parties regarding Effective Time. Nothing contained in this Section 7.7(a) or otherwise shall require the financial capability Company or any of O&M Contractor its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. Notwithstanding the foregoing, the Company shall not be required to take any action pursuant to this Section 7.7(a) which is not reasonably practicable with the resources and shall facilitate reasonable inspections personnel readily available to the Company, or requires the provision of any information that is not readily available in view of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations resources then available to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsCompany.

Financing Assistance. O&M Contractor (1) The Company shall cooperate with Owner in connection with Owner’s use its reasonable best efforts, shall cause its Subsidiaries to use their reasonable best efforts to obtain and maintain any Financing. Without limiting the generality of the foregoingto, O&M Contractor: provide such customary cooperation (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (btimeliness) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding Purchaser as the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender Purchaser may reasonably request in connection with obtaining the arrangements by the Purchaser to obtain the Debt Financing and maintaining the Equity Financing, including any amendments, waivers and/or consents to the Company’s (or its Subsidiaries’) existing debt arrangements (provided that: (i) such request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the ongoing business operations of the Company, its Subsidiaries or the Non-Controlled Entities; (iii) the Company shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that Owner involves any binding commitment or agreement (including the entry into any agreement or the execution of any certificate) by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Effective Time) which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company and its Subsidiaries upon the termination of this Agreement, and the Non-Controlled Entities will not be required to provide any such commitment in any case; (iv) neither the Company nor any of its Subsidiaries shall reimburse O&M Contractor be required to take any action pursuant to any Contract, certificate or instrument that is not contingent upon the occurrence of the Effective Time or that would be effective prior to the Effective Time; (v) neither the Board nor any of the Company’ Subsidiaries’ boards of directors (or equivalent bodies) shall be required to approve or adopt any Financing or Contracts related thereto (or any alternative financing) prior to the Effective Time (and no such directors that shall not be continuing directors shall be required to take such action); (vi) neither the Company nor any of its Subsidiaries shall be responsible for any third-party expense reasonably incurred adjustments to any pro forma financial information required to be provided in providing accordance with the Debt Commitment Letter; (vii) no employee, officer or director of the Company or its Subsidiary shall be required to take any action which would result in such opinions.Person incurring any personal liability (as opposed to liability in his or her capacity as an officer) with respect to any matters related to the Debt Financing; and (viii) any actions taken hereunder shall be, and shall deemed to be, taken in compliance with Section 4.1), including:

Financing Assistance. O&M Contractor (a) Following the date of this Agreement and prior to the Effective Time, the Company shall, and shall cooperate with Owner cause its Subsidiaries and their respective Representatives to, use reasonable best efforts to provide to Parent such reasonable and customary cooperation in connection with Owner’s efforts to obtain and maintain any Financingfinancing by Parent or any of its Subsidiaries in connection with the Merger, in each case as may be reasonably requested by Parent, Merger Sub or their Representatives. Without limiting the generality of the foregoing, O&M Contractor: the Company shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request, (ai) shall execute furnish the report of the Company’s auditor on the three most recently available audited consolidated financial statements of the Company and its Subsidiaries and use its reasonable best efforts to obtain the consent of such typical auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use reasonable best efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests applicable, in connection with obtaining any such financing; (ii) furnish any additional financial statements, schedules, business or other financial data relating to the Company and maintaining its Subsidiaries as may be reasonably necessary to consummate any Financingsuch financing; it being Table of Contents understood that Parent shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with any such financing; (iii) provide direct contact between (x) senior management and advisors, including a consent auditors, of the Company and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times and upon reasonable advance notice; (iv) make available the employees and advisors of the Company and its Subsidiaries to assignment provide reasonable assistance with Parent’s or its Subsidiaries’ preparation of business projections, financing documents and offer materials; (v) obtain the cooperation and assistance of counsel to the Company and its Subsidiaries in providing customary legal opinions and other services; (vi) assist in the preparation of (but not entering into or executing) documents, opinions and certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any certifications such financing or necessary or desirable to permit Parent or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and opinions required shall not take effect until, the Effective Time; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent; (viii) permit Parent or its Subsidiaries’ reasonable use of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to advance review of and consultation with respect to such use), (ix) participate in a reasonable number of meetings and presentations with arrangers and prospective lenders and investors, as applicable (including the Financing participation in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections such meetings of the Site; (c) shallCompany’s senior management), in each case at Owner’s reasonable request, attend times and participate in presentations locations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)be mutually agreed, and (iix) include a description of the material provisions of this Agreement use commercially reasonable efforts to assist in procuring any offering circular necessary rating agency ratings or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsapprovals.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Partnership agrees to use reasonable best efforts to provide, and shall cooperate with Owner cause the Partnership’s Subsidiaries and its and their officers, directors and employees to use reasonable best efforts to provide and shall use its reasonable best efforts to direct its and their accountants, legal counsel and other representatives to provide, all cooperation as may be reasonably requested by Parent in connection with Owner’s the arrangement of the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to obtain (i) assist with the preparation of disclosure schedules, projections and maintain any Financing. Without limiting similar documents in connection therewith, (ii) furnish to Parent (A) the generality Required Financial Information and (B) such other financial and other pertinent information regarding the Partnership and its Subsidiaries as may be reasonably requested by Parent and that is customarily needed for financings of the foregoingtype contemplated by the Debt Commitment Letter, O&M Contractor: (aiii) shall execute such typical documents as an operations reasonably cooperate with the marketing efforts of Parent and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required the Lead Debt Financing Sources with respect to the Financing Debt Financing, including cooperating in form the preparation of any bank information memoranda and substance materials for ratings agencies, in each case, only to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter and participating in a reasonable number of investor and bank meetings, due diligence sessions, and investor and bank presentations, (iv) provide Parent all documentation and other information with respect to the Partnership and its Subsidiaries as shall have been reasonably acceptable requested in writing by Parent at least nine (9) days prior to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided Closing Date that is required in connection with a project the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and that are required by Section 9 of Exhibit D of the Debt Commitment Letter, (v) reasonably facilitate the pledging of collateral substantially concurrently with the Closing, including obtaining such documentation and/or taking such steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Parent or its financing sources in format order to release all Liens over the properties and content mutually acceptable assets of the Partnership securing obligations under the Indebtedness of the Partnership and taking reasonable actions necessary to permit the Lead Debt Financing Sources to evaluate the Partnership’s assets for the purposes of establishing collateral arrangements and (vi) seek to cause the Partnership’s independent registered accounting firm to provide customary comfort letters to any underwriters or initial purchasers consistent with SAS 72 (as amended) with respect to the Parties regarding Partnership’s financial statements and other financial information included in the financial capability of O&M Contractor and Required Financial Information. Notwithstanding the foregoing, (A) such requested cooperation shall facilitate reasonable inspections not unreasonably interfere with the business or the ongoing operations of the Site; Partnership and/or the Partnership’s Subsidiaries, (cB) shall, at Owner’s reasonable request, attend and participate nothing in presentations this Section 7.12 shall require cooperation to actual and potential Project Lenders; the extent that it would (dx) hereby authorizes Owner cause any condition to (i) provide the Closing set forth in Sections 8.1 or 8.2 to not be satisfied or otherwise cause any breach of this Agreement or (y) reasonably be expected to potential Project Lenders conflict with or violate the Partnership’s organizational documents or any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Material Contract, (subject C) neither the Partnership nor any of the Partnership’s Subsidiaries shall be required to Section 17.5)pay any commitment or other similar fee or, prior to the Merger 1 Effective Time, incur or assume any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter or the Debt Financing, and (iiD) include a description prior to the Merger 2 Effective Time, none of the material provisions Partnership, the Partnership’s Subsidiaries or their respective general partners, managing members, directors, managers, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing and the general partners, managing members, directors and managers of the Partnership’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. To the extent that this Section 7.12 requires the Partnership’s cooperation with respect to any of the Parent Parties’ obligations under the Debt Commitment Letter or relating to the Debt Financing, the Partnership shall be deemed to have complied with this Section 7.12 for purposes of Article IX of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate Partnership has provided the Parent Parties with the independent engineer assistance required under this Section 7.12 with respect to the Debt Commitment Letter and the Debt Financing, in each case without giving effect to any rating agencies Alternative Financing Commitment Letter or credit enhancement entities associated with a Alternative Financing; (f) at Owner. The Partnership hereby consents to the use of its and the Partnership’s request, shall reasonably cooperate Subsidiaries’ logos in connection with tax-exempt Financing the debt financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or any Financing or other arrangements effected to reduce taxes on disparage the Project Partnership or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsPartnership’s Subsidiaries.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall, and shall cooperate with Owner cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with Owner’s efforts the arrangement of any financing to obtain be consummated in connection with the Merger and maintain any Financingthe other transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries) . Without limiting the generality of the foregoingforegoing sentence, O&M Contractorprior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (ai) as promptly as reasonably practicable providing information (financial or otherwise) relating to Company to the Persons providing the financing (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the financing, (ii) cooperate with the marketing efforts of Parent and its financing sources, including participating in reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist in preparing customary offering memoranda, rating agency presentations, lender presentations, financial statements (including pro forma financial statements, all of which unaudited financial statements shall execute have been reviewed by the Company’s independent accountants as provided in Statement on Accounting Standards No. 100), private placement memoranda, prospectuses and other similar documents, including delivery of (A) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 90 days prior to the Closing Date (and audit reports for such typical financial statements shall not be subject to any “going concern” qualifications) and (B) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 60 days prior to the Closing Date, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Company and its Subsidiaries, in each case, as an operations and maintenance contractor executes in a project finance transaction or as Owner may be reasonably requests requested by Parent, (v) obtain any necessary consents from auditors in connection with obtaining any filings with the SEC; provided that until the Closing occurs, the Company shall (A) have no liability or any obligation under any agreement or document related to the financing or (B) not be required to incur any other liability in connection with the financing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Parent, (vi) obtain customary legal opinions, financing accountants’ comfort letters and maintaining consents of accountants for use of their reports in any Financingmaterials relating to the financing and in connection with any filings required to be made by Parent pursuant to the 1933 Act or the 1934 Act (including the Registration Statement), including a consent (vii) subject to assignment and any certifications and opinions required with respect customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and (viii) obtain customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in form full on the Closing Date of the Credit Agreement. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and substance reasonably acceptable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.06 (without duplication of any reimbursement pursuant to O&M Contractorthe preceding sentence). Parent and Merger Subsidiary shall, Owner on a joint and several basis, indemnify and hold harmless the Project Lender; Company and its Subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (b) shall deliver to Owner including attorneys’ fees), interest, awards, judgments and the Project Lender information customarily penalties suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionstherewith.

Financing Assistance. O&M Contractor Subcontractor shall cooperate with Owner Contractor in connection with OwnerContractor’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M ContractorSubcontractor: (a) shall execute such typical documents as an operations engineering, procurement and maintenance construction contractor executes in a project finance transaction or as Owner Contractor reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Subcontractor, Contractor, Owner and the Project Facility Lender; (b) shall deliver to Owner Contractor and the Project Facility Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor Subcontractor and shall facilitate reasonable inspections of the Site; (c) shall, shall at OwnerContractor’s reasonable request, attend and participate in presentations to actual and potential Project LendersFacility Lenders at Contractor’s expense; (d) hereby authorizes Owner Contractor to (i) provide this Agreement to potential Project Facility Lenders (subject to Section 17.516.4), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable applicable Law, that Owner Contractor may, after consultation with O&M ContractorSubcontractor, file this Agreement as an exhibit Exhibit to such registration statement or other disclosure; (e) at OwnerContractor’s request, shall reasonably cooperate with the independent engineer Independent Engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at OwnerContractor’s request, shall reasonably cooperate in connection with tax-exempt Financing financing or any Financing financing or other arrangements effected to reduce taxes Taxes on the Project Facility or the workWork, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner Contractor and the Project Facility Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, Contractor as Owner Contractor or any Project Facility Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner Contractor shall reimburse O&M Contractor Subcontractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. (i) Without limiting the generality of the foregoing, O&M Contractor: (a) from the date of this Agreement until the Effective Time, the Company and the Company Subsidiaries shall, and shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner request each of the Company Representatives to, provide all cooperation reasonably requests requested by Parent in connection with obtaining and maintaining any the arrangement of the Financing, including a (A) making available appropriate officers and employees, on reasonable advance notice, to meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (B) assisting with the preparation of disclosure documents in connection therewith, (C) requesting its independent accountants to provide reasonable assistance to Parent at Parent's expense, including requesting its independent accountants to provide consent to assignment Parent to prepare and use their audit reports and SAS 100 reviews relating to the Company and Company Subsidiaries and to provide any certifications necessary "comfort letters", (D) requesting its attorneys to provide reasonable assistance to Parent at Parent's expense, including requesting its attorneys to provide any necessary and opinions customary legal opinions, (E) using reasonable best efforts to obtain landlord waivers, mortgagee waivers, bailee acknowledgements and other similar third-party documents required by the financiers providing the Financing and (F) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of the Company with respect to solvency or other matters; provided, that none of the Financing letters, agreements, registration statements, documents and certificates referenced in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; immediately preceding clause (bF) shall deliver to Owner be executed and the Project Lender information customarily provided delivered except in connection with a project financing in format the Closing (and content mutually acceptable to the Parties regarding effectiveness thereof shall be conditioned upon the financial capability occurrence of O&M Contractor the Closing) and shall facilitate reasonable inspections of impose no personal liability on the Site; (c) shallofficers or employees involved. Parent and Merger Sub recognize and agree that the Company cannot "require" its accountants, at Owner’s reasonable request, attend and participate in presentations attorneys or officers to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in or execute any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer documents and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s requestfailure by such accountants, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project attorneys or the work, which cooperation shall Company's chief financial officer to provide such consents or opinions does not include, or be considered or deemed to be, tax advice or planning; affect the obligations of Parent and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsMerger Sub hereunder.

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) From the date hereof until the earlier of (x) the Closing Date and (y) termination of this Agreement, and in all cases subject to the limitations set forth in this Agreement, the Company shall, and shall execute cause its Subsidiaries to, use reasonable best efforts and use reasonable best efforts to cause their Representatives to, at Parent’s sole cost and expense, provide such typical documents as an operations cooperation that is reasonably customary and maintenance contractor executes reasonably requested by Parent to assist Parent in a project finance transaction the arrangement of any debt financing (which shall not, for the avoidance of doubt, include any convertible or as Owner reasonably requests equity-linked debt) for the purpose of financing the Mergers, the fees and expenses incurred in connection with obtaining therewith and maintaining any Financingthe other Transactions, including a consent to assignment any repayment or refinancing of debt (including any Covered Indebtedness) contemplated by this Agreement (the “Debt Financing”) and including any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractorrefinancing of existing Parent debt, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate including using reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner best efforts to (i) provide this Agreement such available customary historical business or financial information regarding the Acquired Companies as may be reasonably requested by Parent in connection with the Debt Financing (including, when available, preliminary unaudited financial results for the fiscal year ended December 31, 2023 solely for the purpose of enabling Parent to potential Project Lenders (subject determine significance under Rule 3-05 of Regulation S-X under the Securities Act for the purposes of the Debt Financing); provided that the Company shall not be obligated to Section 17.5)furnish any Excluded Information, and (ii) upon reasonable prior notice and during normal business hours, assist with the preparation of materials for lender, investor or rating agency presentations, bank information memoranda, prospectuses or offering memoranda and similar marketing or syndication documents, in each case, solely with respect to information relating to the Acquired Companies, to be used in connection with the Debt Financing, provided all such presentations, memoranda and other documents shall include language that exculpates the Acquired Companies and their respective Representatives and Affiliates from any liability in connection with the unauthorized use or misuse by the recipients thereof of all such documents and information set forth therein, (iii) upon reasonable prior notice and during normal business hours, participate in a description reasonable number of lender meetings and road shows at mutually agreed times and places (which shall be via teleconference or virtual meeting platforms unless otherwise agreed), (iv) in connection with any offering of securities, using reasonable best efforts to direct the independent auditors for the Company to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent with respect to financial information of the material provisions of this Agreement Acquired Companies included in any offering circular or document required for documents relating to any Debt Financing in which the Financing and/orconsolidated financial statements and/or financial information of the Acquired Companies are included, and, if required, customary consents to the use of their audit reports on the consolidated historical financial statements of the Acquired Companies in any offering documents relating to any Debt Financing must be registered in which the consolidated historical financial statements of the Acquired Companies are included, (v) assist in the preparation of one or otherwise disclosed in accordance more credit agreements, indentures, purchase agreements, other definitive financing documents and, if applicable, customary authorization letters with Applicable Lawrespect to the bank information memoranda (which shall include customary exculpation of the Acquired Companies and their Representatives) and (vi) upon reasonable prior notice and during normal business hours, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall cooperate reasonably cooperate with the independent engineer and due diligence of any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on sources of the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Debt Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsto the extent customary and reasonable.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall cooperate with Owner in connection with Owner’s use its commercially reasonable efforts to obtain provide to Buyer, and maintain any Financing. Without limiting shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause the generality respective officers, management employees and advisors (including legal and accounting) of the foregoingCompany and its Subsidiaries to, O&M Contractor: (a) shall execute provide Buyer with such typical documents cooperation and assistance as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender Buyer may reasonably request in connection with obtaining the Buyer’s financing for the transactions contemplated hereby (the “Financing”). For clarity, such cooperation and maintaining assistance shall be limited to (a) assisting Buyer in the preparation of definitive documentation, (b) participating in a reasonable number of meetings (including meetings with prospective lenders), and (c) furnishing Buyer with such financial information regarding the Company and its Subsidiaries of the type customarily made available to lending sources in a transaction of this kind, but in each case only (i) to the extent reasonably requested by the Buyer and (ii) upon reasonable notice and during normal business hours. For the avoidance of doubt, none of the Company or any of its Subsidiaries shall be required or requested to (1) pay any commitment or other similar fee or incur any other cost or expense (other than the fees and expenses of its accountants and attorneys) in connection with the Financing, provided (2) incur any liability in connection with the Financing, or (3) execute or approve any credit or other agreements, pledge or security documents, or other certificates, legal opinions or other documents in connection with the Financing. Buyer shall, promptly upon request by the Company, reimburse the Company for all documented out of pocket costs and expenses incurred by the Company or its Subsidiaries in connection with the cooperation and assistance contemplated hereby, whether or not the Closing occurs. The Buyer acknowledges that Owner nothing in this Section 5.11 shall reimburse O&M Contractor in any way limit Buyer’s obligations under this Agreement in the event of a breach or inaccuracy of Section 4.6 (‘Financial Ability’) or in the event of any failure to obtain the Financing for whatever reason. Further, in no event will any Seller or any of its Affiliates (other than, after the Closing, the Company) be liable to the Buyer or any other Person for any third-party expense reasonably incurred matter relating to the Financing, including any representation, warranty, covenant, agreement, undertaking or promise made in providing connection with such opinionsFinancing.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent and/or Merger Sub, at Parent’s sole expense, such reasonable cooperation in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingDebt Financing (or Alternative Financing obtained in accordance with this Section 6.6) as is necessary and customary and reasonably requested by Parent and required in accordance with the terms of the Debt Financing (or Alternative Financing obtained in accordance with this Section 6.6), O&M Contractorincluding using commercially reasonable efforts to: (ai) shall execute such typical documents as an operations upon reasonable notice, participation by senior management, Representatives and maintenance contractor executes advisors of the Company in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors, in a project finance transaction or as Owner each case, at reasonable times and locations mutually agreed; (ii) assist with the preparation of materials for bank information memoranda and private placement memoranda, prospectuses, offering memoranda and other customary marketing materials and information reasonably requests necessary in connection with obtaining the Debt Financing (or Alternative Financing obtained in accordance with this Section 6.6); (iii) furnish Parent or Merger Sub and maintaining any Financing, including a consent its financing sources reasonably promptly with the Financing Information of the Company and its Subsidiaries; (iv) deliver to assignment Parent and any certifications its Debt Financing Sources as promptly as reasonably practicable (i) the documentation and opinions required other information requested by the Debt Financing Sources with respect to (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including the Financing in form PATRIOT Act and substance reasonably acceptable to O&M Contractor, Owner (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Project LenderForeign Corrupt Practices Act (and, in any event, at least four Business Days prior to the Closing Date, to the extent requested at least nine days prior to the Closing Date); (bv) shall deliver cause its independent auditors to Owner cooperate with the Debt Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary consents to the Project Lender inclusion of audit reports in any relevant marketing materials, registration statements and related government filings where financial information customarily provided of the Company is included; (vi) assist Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, offering or private placement memoranda, financial projections and similar documents used in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (fvii) at Owner’s requestexecute and deliver definitive Debt Financing documents, shall including pledge and security documents, certificates and other documents, to the extent reasonably cooperate requested by Parent in connection with tax-exempt the Debt Financing or (provided, that any Financing or other arrangements effected to reduce taxes on obligations contained in such documents shall be effective no earlier than as of the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planningClosing); and (gviii) otherwise reasonably facilitate the pledging of collateral; provided, that nothing herein shall require the Company or any of its Subsidiaries to provide Owner such cooperation to the extent it would interfere unreasonably with the business or operations of the Company, its Subsidiaries or its Affiliates; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any Contract or the encumbrance of any asset of the Company and its Subsidiaries), that would be effective prior to the Closing Date or that would otherwise result in a breach of any of its or their Contracts; provided, further, that the board of directors and officers of the Company and the Project Lenders with legal opinions board of counsel regarding directors or similar governing body and officers of its Subsidiaries shall not be required, prior to the executionClosing, delivery to adopt resolutions approving the agreements, documents and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request instruments in connection with obtaining the Debt Financing or pursuant to which any portion of the Debt Financing is obtained, and maintaining neither the FinancingCompany nor any of its Subsidiaries or any officer or director thereof shall be required to execute, provided prior to the Closing, any documents contemplated by the Debt Commitment Letter or any other certificate, document, instrument or agreement that Owner shall reimburse O&M Contractor for is effective prior to the Closing or agree to any third-party expense reasonably incurred in providing such opinionschange or modification to any existing certificate, document, instrument or agreement that is effective prior to the Closing.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner cause each of its Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to use their reasonable best efforts to, provide such reasonable cooperation as may be requested by Parent in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingFinancing (provided that such requested cooperation is consistent with applicable Law, O&M Contractor: (a) shall execute such typical documents as an does not unreasonably interfere with the operations of the Company and maintenance contractor executes in a project finance transaction or as Owner reasonably requests its Subsidiaries and is customary in connection with obtaining and maintaining any the arrangement of the Financing), including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders participation in a reasonable number of meetings, presentations, due diligence sessions, and sessions with rating agencies, (ii) furnishing Merger Sub and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested as promptly as practicable, subject to Section 17.5appropriate confidentiality undertakings, (iii) obtaining any consents, legal opinions, surveys and title insurance as reasonably requested in writing by Parent, (iv) arranging for customary payoff letters, Encumbrance terminations and instruments of discharge to be delivered at the Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness and Encumbrances to the extent that such Indebtedness will be required to be paid off, discharged and terminated on the Closing Date, (v) to the extent customary and in accordance with applicable Law, facilitating the pledging of collateral and executing and delivering any pledge and security documents, commitment letters or other definitive financing documents (provided that any collateral or security granted thereunder and any obligations of the Company or any of its Subsidiaries under any such definitive documents shall be contingent upon the occurrence of the Effective Time), and (iivi) include a description taking all reasonable corporate actions reasonably requested by such Financing Sources to permit the consummation of the material Financing effective as of the Effective Time, including the execution and delivery of such customary instruments and documents as may be reasonably requested by such Financing Sources including a customary solvency certificate signed by the Chief Financial Officer of the Company. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered Section 7.17(a) or otherwise disclosed in connection with any Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof in accordance with Applicable LawSection 7.17(c), or (z) to commit to take any action that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to such registration statement the Effective Time or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies that would otherwise subject it to actual or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate potential liability in connection with tax-exempt Financing any Financing. Nothing contained in this Section 7.17(a) or otherwise shall require the Company to be an issuer or other obligor with respect to any Financing or other arrangements effected prior to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsEffective Time.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall cooperate with Owner (and the Company shall cause each Subsidiary to) provide, and shall use its commercially reasonable efforts to cause the Company Representatives to provide, all cooperation reasonably requested by Parent in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingdebt financing referred to in the Debt Commitment Letters (the “Debt Financing”), O&M Contractor: including (a) shall execute such typical assisting with the preparation of materials for bank information memoranda and similar documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests required in connection with obtaining the Debt Financing; provided that any such memoranda and maintaining similar documents need not be issued by the Company or the Subsidiaries; provided, further, that, any Financing, including a consent to assignment such memoranda shall contain disclosure and any certifications and opinions required financial statements with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner Company and the Project Lender; Subsidiaries reflecting the Company and the Subsidiaries as the obligor, (b) shall deliver executing and delivering customary guarantee, pledge and security documents and related officer certificates or other documents as may be reasonably requested by Parent (including certificates of the chief financial officer of the Company and each Subsidiary with respect to Owner solvency and other customary matters for use in their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the guaranteeing of obligations and the Project Lender pledging of collateral, (c) furnishing Parent and its financing sources with financial and other pertinent information customarily regarding the Company and the Subsidiaries as may be reasonably requested by Parent or its financing sources, including information related to the Company and the Subsidiaries required by regulatory authorities including under applicable “know your customer” and anti money laundering rules and regulations, including the Patriot Act, (d) permitting the prospective lenders involved in the Debt Financing to evaluate and appraise the Company’s and the Subsidiaries’ current assets and liabilities, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided that, the foregoing notwithstanding, no obligations of the Company or the Subsidiaries or the Company Representatives under any such agreement, certificate, document or instrument shall be effective until the Closing, and (e) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies. The provisions of this Section shall not require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any Subsidiary. Neither the Company nor any Subsidiary shall be required to pay any commitment fee or similar fee or incur any liability with respect to the financing contemplated by the Commitment Letters prior to the Closing. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs incurred by the Company or any Subsidiary in connection with a project financing in format and content mutually acceptable the cooperation required by this Section. The Company hereby consents to the Parties regarding use of its and the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate Subsidiaries’ logos in connection with tax-exempt Financing the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any Financing or other arrangements effected to reduce taxes on the Project Subsidiary or the work, which cooperation shall not include, reputation or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and goodwill of the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner Company or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsSubsidiary.

Financing Assistance. O&M Contractor (1) The Company shall cooperate with Owner provide, and shall cause its Subsidiaries to provide, and use its commercially reasonable efforts to cause their respective Representatives to provide, reasonable and timely cooperation in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingDebt Financing as may be reasonably requested by the Parent, O&M Contractorprovided that such request is made on reasonable advance notice, such co-operation does not unreasonably interfere with the ongoing operations of the Company or unreasonably interfere with or hinder or delay the performance by the Company of its obligations or impose any liability upon the Company, including, if requested by the Parent: (a) shall execute such typical documents as an operations assisting the Parent and maintenance contractor executes its Financing Sources (upon delivering of signed non-disclosure undertakings in customary form) in the preparation of, and providing the Parent a project finance transaction written authorization for the release of, necessary, customary or as Owner reasonably requests in connection with obtaining and maintaining any advisable materials (including bank syndication materials) for the Debt Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner furnishing the Parent and the Project Lender its Financing Sources with such financial and other pertinent information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor Company and shall facilitate reasonable inspections of its Subsidiaries as may be reasonably requested by the SiteParent (including, without limitation all documentation and other information required under the Debt Commitment Letter under applicable “know your customer” and anti-money laundering rules and regulations); (c) shallcooperating with the marketing efforts of the Parent and its Financing Sources upon their reasonable request for the Debt Financing (including, at Owner’s if requested by the Parent, participating in a reasonable requestnumber of meetings, attend presentations and participate in presentations to actual and potential Project Lendersdue diligence sessions for such purposes); (d) hereby authorizes Owner cooperating with the Parent and its Financing Sources upon their reasonable request in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with the Debt Financing; (e) requesting from the Company’s existing financing sources such customary documents in connection with the repayment and termination of the existing indebtedness for borrowed money of the Company and its Subsidiaries, including customary payoff letters, lien releases and instruments of termination or discharge; (f) executing and delivering, to be effective as of the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by the Parent (including a certificate of an officer of the Company or any Subsidiary thereof with respect to solvency matters and using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise facilitating the pledging of collateral as may be reasonably requested by the Parent (including cooperation in connection with the pay-off of existing indebtedness and the release of related Liens and other Liens identified by Parent); (g) using its commercially reasonable efforts to (i) provide this Agreement allow the Parent’s Financing Sources to potential Project Lenders (subject to Section 17.5)evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto in connection with the Debt Financing, and (ii) include a description of obtain customary accountants’ comfort letters and legal opinions and other documentation and items relating to the material provisions of this Agreement in any offering circular Debt Financing as reasonably requested by the Parent or document required for the its Financing and/orSources and, if reasonably requested by the Financing must be registered or otherwise disclosed in accordance with Applicable LawParent, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate assist in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planningobtaining such documentation and items; and (gh) shall provide Owner taking all corporate actions, to be effective at the Effective Time, reasonably requested by the Parent that are necessary or customary to permit the consummation of the Debt Financing and to permit the Project Lenders with legal opinions of counsel regarding proceeds thereof to be made available to the execution, delivery and validity of this Agreement, absence of conflicts, and Purchaser on the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining Effective Date to consummate the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionstransactions contemplated hereby.

Financing Assistance. O&M Contractor (a) From the date hereof until the Effective Time, the Company shall, and shall cooperate request its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, provide all cooperation reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with Owner the ongoing operations of the Company and its Subsidiaries) in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Debt Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate using reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner best efforts to (i) provide this Agreement cause appropriate officers and employees to potential Project Lenders (subject be available, on a customary basis and upon reasonable advance notice, to Section 17.5)meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (ii) include assist with the preparation of disclosure documents in connection therewith (including a description customary high yield offering memorandum and a ‘bank book’ covering each of the material provisions bath products division and the plumbing products division), (iii) use reasonable best efforts to cause its independent accountants to provide reasonable assistance to Parent, at Parent’s expense, including requesting its independent accountants to provide consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and to provide any necessary “comfort letters”, (iv) use reasonable best efforts to cause its attorneys to provide reasonable assistance to Parent, at Parent’s expense, including requesting its attorneys to provide any necessary and customary legal opinions, (v) use reasonable best efforts to obtain landlord waivers, mortgagee waivers, bailee acknowledgements and other similar third party documents required by the financiers providing the Debt Financing and (vi) execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of this Agreement in any offering circular the chief financial officer of the Company with respect to solvency or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Lawother matters; provided, that Owner maynone of the letters, after consultation with O&M Contractoragreements, file this Agreement as an exhibit to such registration statement or other disclosure; statements, documents and certificates referenced in the immediately preceding clause (evi) at Owner’s request, shall reasonably cooperate with the independent engineer be executed and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate delivered except in connection with tax-exempt Financing the Closing (and the effectiveness thereof shall be conditioned upon, or any Financing or other arrangements effected to reduce taxes become operative after, the occurrence of the Closing) and shall impose no personal liability on the Project officers or employees involved. Parent and Merger Subsidiary recognize and agree that the workCompany cannot “require” its accountants, which cooperation shall attorneys or officers to provide or execute any documents and any failure by such accountants, attorneys or officers to provide such consents or opinions does not include, or be considered or deemed to be, tax advice or planning; affect the obligations of Parent and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsMerger Subsidiary hereunder.

Financing Assistance. O&M Contractor eOne shall cooperate provide, and shall use its commercially reasonable efforts to cause its Representatives to provide, to the Purchaser such customary cooperation as is reasonably requested by the Purchaser, at the Purchaser’s sole expense, to assist the Purchaser in the arrangement, syndication and consummation of the Debt Financing or any other debt or equity financing for the purpose of funding the transactions contemplated by this Agreement (collectively with Owner the Debt Financing, the “Financing”), including: (a) furnishing the Purchaser and the proposed Financing Sources, as promptly as reasonably practicable, with such financial and other reasonably required information regarding eOne and its Subsidiaries, including (i) the financial statements of eOne listed in condition (d) of Exhibit B of the Debt Commitment Letter (as in effect on the date of this Agreement) and (ii) other financial information regarding eOne and its Subsidiaries reasonably necessary to permit the Purchaser to prepare the pro forma financial statements listed in condition (d) of Exhibit B of the Debt Commitment Letter (as in effect on the date of this Agreement) (the information described in the immediately preceding clauses (i) and (ii), the “Required Information”); provided that competitively sensitive information may be provided only to external counsel of the Purchaser or the proposed Financing Sources; (b) causing its independent accountants to provide customary assistance and cooperation reasonably required or requested by the Purchaser in connection with Ownerany offering of securities, including (i) performing such additional audit or review procedures as are necessary such that eOne’s efforts historical financial statements may be filed as required with the SEC and providing any necessary written consents to use their audit reports relating to financial statements of eOne and its Subsidiaries and to be named as an “Expert” in any document related to any applicable Financing and (ii) participating in customary due diligence sessions and providing any customary “comfort” letters (including customary “negative assurance” comfort) for any applicable Financing; (c) following written request therefor, providing information concerning eOne and its Subsidiaries reasonably necessary for the Financing Sources’ customary due diligence and preparation and completion of the definitive documents governing or relating to the Financing (including any schedules, customary certificates, annexes or exhibits thereto and other pertinent and customary information and authorization provided that: (A) such requested co-operation is made on reasonable notice and does not unreasonably interfere with the ongoing operations of eOne; (B) such requested co-operation shall not impede, delay or prevent the receipt of any Regulatory Approvals or the satisfaction of any other conditions set forth in Article 6; (C) such requested co-operation shall not impede, delay or prevent the consummation of the Arrangement; (D) such requested co-operation is not, in the opinion of eOne or eOne’s counsel, prejudicial to the Shareholders, eOne or any of eOne’s Subsidiaries; (E) such requested co-operation shall not require eOne to obtain the approval of the Shareholders and maintain shall not require the Purchaser to obtain the approval of its shareholders; (F) the Purchaser shall pay all of the cooperation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of such requested cooperation or Financing, including actual out-of-pocket costs and expenses for external counsel and auditors which may be incurred, provided that neither eOne nor any of its Subsidiaries shall be required by the Purchaser to pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time; (G) such requested cooperation does not require the directors, officers, employees or agents of eOne or its Subsidiaries to take any action in any capacity other than as a director, officer or employee or agent; (H) eOne shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by eOne or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to eOne or its Subsidiaries upon the termination of this Agreement; (I) no such requested cooperation or financing shall be considered to constitute a breach of the representations, warranties or covenants of eOne under this Agreement or be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; (J) nothing in this Agreement shall require any such co-operation to the extent it would result in any officer or director of eOne or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Financing. Without limiting ; (K) neither eOne nor any of its Subsidiaries shall be required to incur any liability that is not contingent upon the generality closing of the Arrangement or, without limitation of the foregoing, O&M Contractor: (a) shall execute such typical any definitive financing documents as an operations and maintenance contractor executes in a project finance transaction prior to closing of the Arrangement or as Owner reasonably requests in connection with obtaining and maintaining any Financingother agreement, including a consent to assignment and any certifications and opinions required with respect certificate, document or instrument that would be effective prior to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections closing of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planningArrangement; and (gL) shall provide Owner and none of the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner Board or any Project Lender may reasonably request in connection with obtaining and maintaining of the Financing, provided that Owner boards of directors (or equivalent bodies) of eOne’s subsidiaries shall reimburse O&M Contractor for be required to pass any third-party expense reasonably incurred in providing such opinionsresolutions or take similar action approving the Financing on or before the Effective Date.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall, and shall direct its Representatives, at the Parent’s sole cost and expense (as provided in the last sentence of this Section 5.14), use reasonable best efforts to cooperate with Owner as may be reasonably requested by the Parent or the Merger Sub in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingDebt Financing (such Debt Financing, O&M Contractor: together with any debt securities contemplated by the Debt Financing Commitment Letters, collectively, the “Applicable Financing”), including (ai) shall execute such typical documents furnishing to the Parent as an operations promptly as practicable all Required Information, (ii) participating, at reasonable times and maintenance contractor executes with reasonable advance notice, in a project finance transaction or as Owner reasonable number of meetings, presentations, road shows, due diligence sessions and drafting sessions with the Financing Sources, any prospective lenders and investors in the Applicable Financing and rating agencies (including direct contact between senior management and Representatives (including accounting) of the Company) and cooperating reasonably requests with the Financing Sources’ due diligence, (iii) reasonably assisting with the drafting and preparation of appropriate and customary materials relating to the Company and the Company Subsidiaries and their respective businesses for rating agency presentations, offering and syndication documents (including prospectuses, offering memoranda, lender and investor presentations, bank information memoranda and similar documents), business projections and other marketing documents required in connection with obtaining the Applicable Financing (all such documents and maintaining materials, collectively the “Offering Documents”), using reasonable best efforts to identify any portion of any information related to the Company contained in any Offering Documents that constitutes (or would constitute, if the Company were a public company) material nonpublic information and with respect to any bank information memoranda, and a responsible officer executing and delivering customary authorization and customary representation and warranty letters relating to information regarding the Company and its subsidiaries and their respective businesses included in such bank information memoranda, (iv) causing the taking of corporate actions by the Company (subject to the Closing) reasonably necessary for the consummation of the Applicable Financing and the Closing, provided that no such action shall be effective prior to the Effective Time, (v) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock certificates of the Company and its Subsidiaries) and assisting in the preparation, and executing and delivery at the Closing, of any definitive documents (including furnishing all information relating the Company and its subsidiaries and their respective businesses to be included in any schedules thereto or in any perfection certificates), in each case, in respect of the Company and the Company Subsidiaries, for the Applicable Financing, including a consent any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to assignment the Applicable Financing as may be reasonably requested by the Parent and any certifications that are customarily provided, provided, that no such definitive documents or other agreements or documents referred to in this clause (v) shall be effective until the Effective Time, (vi) arranging for customary payoff letters, lien terminations and opinions instruments of discharge to be delivered prior to Closing relating to all Indebtedness for Borrowed Money to be paid off, discharged and terminated on the Closing Date, (vii) providing the Financing Sources all documentation and other information reasonably requested or required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (x) reasonably cooperating in satisfying the conditions precedent and other requirements set forth in the Debt Financing in form and substance reasonably acceptable Commitment Letters or any definitive document relating to O&M Contractorthe Applicable Financing to the extent the satisfaction of such condition requires the cooperation of, Owner and or is within the Project Lender; (b) control of the Company or its Subsidiaries. The Company shall deliver to Owner and not be required, under the Project Lender information customarily provided provisions of this Section 5.14 or otherwise in connection with a project financing in format and content mutually acceptable any Applicable Financing, (x) to incur or pay any commitment or other similar fee prior to the Parties regarding Effective Time, (y) to incur any expense unless, if the financial capability Closing does not occur, such expense is subject to reimbursement by Parent as provided below or (z) to incur any other liability prior to the Effective Time in connection with the Applicable Financing (other than with respect to such authorization and representation and warranty letters referred to in clause (iii) above). Nothing contained in this Section 5.14 or otherwise shall require the Company to be an issuer or other obligor with respect to any Applicable Financing prior to the Effective Time. Nothing in this Section 5.14 shall require any such cooperation or assistance to the extent that it would (A) require the Company to waive or amend any terms of O&M Contractor this Agreement or agree to pay any commitment or other fees or reimburse any expenses prior to the Closing Date unless to be reimbursed or indemnified as provided below, or incur any liability (other than pursuant to customary authorization and shall facilitate reasonable inspections customary representation and warranty letters contemplated above) or give any indemnities to any third party, in each case, that is not contingent upon the Closing or, in the case of normal costs, for which it is not reimbursed or indemnified as provided below, (B) unreasonably interfere with the ongoing business or operations of the SiteCompany and the Company Subsidiaries, (C) require the Company, the Company Subsidiaries or any of their Affiliates to take any action that would conflict with, violate or result in a breach of or default under any organizational documents of the Company or of any of its Affiliates, any contract or any law, (D) subject any director, manager, officer or employee of the Company or any of its Affiliates to any actual or potential personal liability, (E) require providing access to or disclose information that the Company determines could jeopardize any attorney client privilege of, or conflict with any confidentiality requirements applicable to, the Company or any of its Affiliates; (cF) shall, at Owner’s reasonable request, attend and participate in presentations require any such entity to actual and potential Project Lenderschange any fiscal period; (dG) hereby authorizes Owner require any director or manager of the Company or any Company Subsidiary to pass resolutions or consents to approve or authorize the execution of the Debt Financing; (iH) provide cause any representation or warranty in Article III of this Agreement to potential Project Lenders be inaccurate or breached; (subject to Section 17.5), and (iiI) include a description of otherwise cause or result in the material provisions breach of this Agreement in or any offering circular contract; or document required for (J) require the Financing and/or, if delivery of any legal opinions or solvency certificates. The Company hereby consents to the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate use of its logos in connection with tax-exempt Financing the Applicable Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or any Financing or other arrangements effected to reduce taxes on disparage the Project or the workCompany. Parent shall, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity promptly upon termination of this Agreement, absence of conflicts, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request Company in connection with obtaining any cooperation or other matters provided pursuant to this Section 5.14 and maintaining shall indemnify and hold harmless the FinancingCompany and its Representatives from and against any and all liability to third parties suffered or incurred by them in connection with the arrangement of the Applicable Financing and any information utilized in connection therewith (other than historical and other information provided by or on behalf of the Company and its Subsidiaries, provided that Owner shall reimburse O&M Contractor for including financial statements) except to the extent arising out of the intentional misrepresentation, gross negligence, fraud or willful misconduct by the Company or any third-party expense reasonably incurred in providing such opinionsof its Representatives.

Financing Assistance. O&M Contractor The Company and its Subsidiaries shall cooperate with Owner obtain the debt financing from financing sources reasonably satisfactory to Dolce and ADAH and in connection with Owner’s efforts amounts sufficient to obtain consummate the transaxxxxns contemplated by this Agreement, the Preferred Term Sheet, the PSA, the GM Settlement and maintain any Financing. Without limiting the generality of the foregoingPlan, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent financing to assignment and any certifications and opinions required be on then-prevailing market terms with respect to the Financing in form applicable interest rate, redemption provisions and substance reasonably fees, and otherwise to be on terms that are acceptable to O&M Contractoreach of ADAH and Dolce not to be unreasonably withheld (the "Dexx Xinancing"). Subject to applicable regulatory or NASD requirements, Owner Merrill Lynch, Pierce, Fenner & Smith, Incorporated and XXX Xxcurities LLC (or xxxxx Afxxxxxtes) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investors and their respective counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investors and their respective counsel consistent with the Agreement, the Preferred Term Sheet and the Project Lender; PSA and any other reasonable comments of the Investors and their respective counsel and shall not reject such comments without first discussing the reasons therefor with ADAH and Dolce or their counsel and giving due considerxxxxn to the views of ADAH and Dolce and their counsel, and (biii) shall deliver to Owner and keep the Project Lender information customarily provided Inxxxxors reasonably informed on a timely basis of developments in connection with a project financing in format the Debt Financing and content mutually acceptable provide the Investors with an opportunity to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor During the Pre-Closing Period, Seller shall, and shall cooperate with Owner in connection with Owner’s use reasonable best efforts to obtain and maintain any Financing. Without limiting cause the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner Company and the Project Lender; (b) shall deliver to Owner Company’s Subsidiary, and its and the Project Lender information customarily provided in connection with Company’s Representatives to, provide on a project financing in format timely basis all such reasonable and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor customary assistance and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement cooperation as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender Purchaser may reasonably request in connection with obtaining the arrangement of any financing being obtained in connection with the consummation of the transactions contemplated hereby (provided, that such requested assistance and maintaining cooperation does not unreasonably interfere with the conduct of the business of Seller or the Company or its Subsidiary), including (i) participating in customary lender meetings and “roadshow” presentations and cooperating with prospective lenders in performing their due diligence, (ii) cooperating in the preparation of any offering memorandum or similar document in connection with the Financing, (iii) furnishing Purchaser and its financing sources with financial and other pertinent information regarding the Business as may be reasonably requested by Purchaser, including financial statements and financial data, and (iv) causing the Company and its Subsidiary to provide and execute customary officer’s certificates and similar documents as may be reasonably requested by Purchaser; provided, that (w) any information provided that Owner or made available hereunder shall be kept confidential by the recipient thereof in accordance with the Nondisclosure Agreement; (x) no certificate or other document executed and delivered by Seller or the Company or its Subsidiary, or any Representative thereof, shall be effective until the occurrence of the Closing; (y) none of Seller, the Company or its Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with such financing prior to the Closing; and (z) Purchaser shall, promptly upon request by Seller, reimburse O&M Contractor Seller for any thirdall out-party expense reasonably of-pocket costs and expenses incurred by Seller, the Company or its Subsidiary, or their respective Representatives, in providing such opinionsconnection with the cooperation set forth in this Section 5.6 and shall indemnify and hold harmless Seller, the Company and its Subsidiary and their respective Representatives from and against all Losses suffered or incurred by them in connection with the arrangement of the Financing.

Financing Assistance. O&M Contractor The Company and its Subsidiaries shall cooperate obtain the debt financing from financing sources consistent with Owner those previously discussed with AXXX and in connection with Owner’s efforts amounts sufficient to obtain consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the Plan Terms, the GM Settlement and maintain any Financing. Without limiting the generality of the foregoingPlan, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent financing to assignment and any certifications and opinions required be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to AXXX not to be unreasonably withheld (the “Debt Financing”); provided, that if the Company delivers to AXXX definitive term sheets for such proposed debt financing that have been approved by the Company’s board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a “Company Financing Proposal”), then AXXX shall inform the Company in form writing (a “Financing Notice”) whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its receipt of the definitive term sheets for such Company Financing Proposal. If, after the Company delivers to AXXX a Company Financing Proposal, AXXX fails to deliver a Financing Notice within five (5) Business Days or each of the following circumstances occurs, then the Company may terminate this Agreement and substance the transactions contemplated hereby may be abandoned: (x) AXXX delivers a Financing Notice in which it does not approve the Company Financing Proposal, (y) AXXX does not present to the Company, within 30 days of the delivery of the Financing Notice (the “Financing Decision Date”), an alternative written expression of interest to provide the Debt Financing with financing sources reasonably acceptable to O&M Contractorthe Company on terms more favorable to the Company than the Company Financing Proposal (a “Preferred Debt Financing”) and (z) AXXX does not provide to the Company commitment letters executed by the banks or other financing sources providing such Preferred Debt Financing within 60 days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(t). Subject to applicable regulatory or NASD requirements, Owner Merrill and UBS (or their Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to AXXX and its counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of AXXX and its counsel consistent with the Agreement, the Preferred Term Sheet and the Project Lender; Plan Terms and any other reasonable comments of AXXX and its counsel and shall not reject such comments without first discussing the reasons therefor with AXXX or its counsel and giving due consideration to the views of AXXX and its counsel, and (biii) shall deliver to Owner and the Project Lender information customarily provided keep AXXX reasonably informed on a timely basis of developments in connection with a project financing in format the Debt Financing and content mutually acceptable provide the Investors with an opportunity to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall cooperate with Owner provide, and shall cause its Subsidiaries to use their respective reasonable best efforts to provide, and shall use its reasonable best efforts to cause its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide, such cooperation in connection with Owner’s the arrangement of the Debt Financing (or any alternative financing sought or obtained by Parent and Merger Sub in accordance with the terms hereof) as may be reasonably requested by Parent or Merger Sub, including using their respective reasonable best efforts to obtain (i) furnish Parent, Merger Sub and maintain any Financing. Without limiting their financing sources with (A) the generality financial statements of the foregoingCompany and its Subsidiaries identified in Paragraph 4 of Exhibit B of the Debt Commitment Letter as of the date hereof (or any substantially similar financial statements identified in any debt commitment letter with an alternative financing source obtained in accordance with the terms hereof), O&M Contractor: (aB) shall execute such typical documents the pro forma financial statements identified in Paragraph 5 of Exhibit B of the Debt Commitment Letter as of the date hereof (or any substantially similar pro forma financial statements identified in any debt commitment letter with an operations alternative financing source obtained in accordance with the terms hereof) (subject to the immediately following proviso, clauses (A) and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing(B), including a consent to assignment and any certifications and opinions required together, the “Required Financial Information”); provided that with respect to the pro forma financial statements described in clause (B) above, such pro forma financial statements shall not be considered part of the Required Financial Information unless the Company shall have been furnished all information relating to (x) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, fees and expenses relating to the incurrence of such debt or equity financing, for the transactions contemplated hereby, (y) the assumed pro forma capitalization of the Company after giving effect to the Closing, the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lenderrefinancing or repayment of any Indebtedness of the Company and its Subsidiaries in connection therewith and (z) the assumed cost savings, synergies and similar adjustments (if any) for the transactions contemplated hereby (clauses (x), (y) and (z), collectively, the “Pro Forma Inputs”) on or prior to the fifth (5) Business Day after Parent has received a copy of the Company’s audited financial statements for the year ended January 31, 2014, and (C) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent that is customarily needed for financings of the type contemplated by the Debt Commitment Letter (or any substantially similar financial and other pertinent information identified in any debt commitment letter with an alternative financing source obtained in accordance with the terms hereof); provided that the Company and the Company’s Subsidiaries shall have no obligation to prepare or to provide any adjustments, assumptions, estimates, projections or other information in connection with the potential purchase price accounting treatment of the Merger in connection with the preparation of the pro forma financial statements described in clause (B) above; (bii) participate and direct senior management, representatives and advisors of the Company to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such debt financing; (iii) assist Parent and Merger Sub and their financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including the delivery of customary authorization and representation letters as contemplated by the Debt Commitment Letter as of the date hereof (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof)) and similar documents and (B) materials for rating agency presentations; (iv) cooperate with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing; (v) use reasonable best efforts to cause accountants to consent to the use of their reports in obtaining corporate and facilities ratings for such debt financing, (vi) facilitate the pledging of collateral, including assisting with the execution, preparation and delivery of original stock certificates of the Company and its Subsidiaries that are required to be pledged pursuant to the Debt Commitment Letter and original stock powers related thereto to the Debt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof) (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date; provided that any such pledges shall deliver to Owner be authorized and become effective only at, or as of, the Closing, and the Project Lender delivery of any such original stock certificates and original stock powers shall be delivered in escrow pending release by the Company only at, or as of, the Closing; (vii) obtain surveys and title insurance at the expense of and as reasonably requested by Parent; (viii) obtain customary payoff letters relating to the repayment of any existing third party senior indebtedness for borrowed money required by the Debt Financing Sources to be repaid on or coincidental with the Closing and upon repayment of such indebtedness termination of any related Liens securing any such obligations to be repaid; (ix) ensuring that there are no competing issues of debt securities or syndicated credit facilities of the Company and its Subsidiaries being offered or arrangement between the execution of this Agreement and the Effective Time as required by the Debt Commitment Letter; (x) provide all documentation and other information customarily provided with respect to the Company and its Subsidiaries at least six (6) Business Days prior to the Closing Date as shall have been reasonably requested in writing by Parent at least ten (10) days prior to the Closing Date that is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (xi) deliver a certificate of the Chief Financial Officer of the Company with respect to solvency matters substantially in the form attached as Annex I to Exhibit B to the Debt Commitment Letter as of the date hereof; (xii) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries; (xiii) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent; (xiv) using reasonable best efforts to take such specific actions as Parent may reasonably request in writing in connection with Parent’s obligations under the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof) to ensure that the Debt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof) benefit materially from existing lender relationships of the Company and its Subsidiaries; and (xv) if, in connection with a project marketing effort contemplated by the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in format and content mutually acceptable accordance with the terms hereof), Parent or Merger Sub reasonably requests the Company to file a Current Report on Form 8-K pursuant to the Parties regarding Exchange Act that contains material non-public information with respect to the financial capability Company or any of O&M Contractor and its Subsidiaries, which Parent or Merger Sub reasonably determines to include in a customary confidential information memorandum for, or other marketing materials related to, the Debt Financing, then the Company shall facilitate reasonable inspections file a Current Report on Form 8-K containing such material non-public information. Notwithstanding the foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Site; Company and its Subsidiaries, (cy) shallprior to the Effective Time, at Owner’s reasonable requestneither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur or assume any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter and (z) prior to the Effective Time, attend none of the Company, its Subsidiaries and participate their officers, directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) with respect to the financing contemplated by the Commitment Letters that is not contingent upon the Closing or that would be effective prior to the Effective Time unless such officers or directors will continue in presentations such positions or in similar positions after the Effective Time and, in each case, such documents shall not become effective until the Effective Time or thereafter (and for the avoidance of doubt, the general partner, board of directors, managing member, or other equivalent governing body(ies) of Parent, Merger Sub and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required by the lenders pursuant to actual the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof), in the case of the Surviving Corporation and potential Project Lenders; (d) hereby authorizes Owner its Subsidiaries to (i) provide be effective only at, or as of, the Closing). Notwithstanding anything in this Agreement to potential Project Lenders (subject the contrary, without limiting the Company’s cooperation obligations under this Section 7.12 with respect to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed alternative debt commitment letter with an alternative financing source obtained in accordance with Applicable Lawthe terms hereof, that Owner may, after consultation if (x) Parent seeks to obtain any alternative debt commitment letter with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate alternative financing source obtained in accordance with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; terms hereof, (fy) at Owner’s request, shall reasonably cooperate the cooperation required to be provided pursuant to this Section 7.12 in connection with tax-exempt Financing or any Financing or other arrangements effected such alternative debt commitment letter with an alternative financing source is materially more onerous to reduce taxes the Company than what is required to be provided pursuant to this Section 7.12 with respect to the Debt Commitment Letter in effect on the Project date hereof and without giving effect to any alternative debt commitment Letter or the workDebt Financing contemplated thereunder (to the extent materially more onerous, which cooperation the “Incremental Debt Financing Cooperation”) and (z) the Company fails to provide any portion of such Incremental Debt Financing Cooperation, then such failure to provide such Incremental Debt Financing Cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions be a breach of counsel regarding the execution, delivery and validity this Section 7.12 for purposes of Article VIII of this Agreement, absence . The Company hereby consents to the use of conflicts, its and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request its Subsidiaries’ logos in connection with obtaining and maintaining the Financingdebt financing contemplated by the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof); provided, provided that Owner shall reimburse O&M Contractor for any third-party expense such logos are used solely in a manner that is not intended to nor reasonably incurred in providing such opinionslikely to harm or disparage the Company or its Subsidiaries.

Financing Assistance. O&M Contractor (a) At the sole expense of Buyer, Sellers and their Subsidiaries shall, and shall cooperate with Owner cause the Company to, use their commercially reasonable efforts to provide such cooperation reasonably requested by Buyer in connection with Owner’s efforts the arrangement of the Debt Financing contemplated by the Commitment Letter, including by (i) participating in a reasonable number of meetings, rating agency presentations, and due diligence sessions, in each case upon reasonable advance notice and at mutually agreed upon times, (ii) furnishing Buyer, its Affiliates, and the Financing Sources as promptly as reasonably practicable with historical financial statements, financial and other pertinent information that is reasonably available, readily obtainable or that can reasonably be prepared using such reasonably available or readily obtaining information regarding the Business as may be reasonably requested by Buyer, its Affiliates, or the Financing Sources in connection with the Debt Financing, including definitive joinder documentation (it being understood that Seller and their Subsidiaries need only provide information to obtain assist in the preparation of the Required Financial Information and maintain other customary financial and other information regarding the Company as may be reasonably requested by Buyer, its Affiliates, or the Financing Sources in connection with the Debt Financing, and shall not be required to provide pro forma financial statements or pro forma adjustments reflecting (A) the Debt Financing or any description of all or any component of the Debt Financing, or (B) the transactions contemplated hereby, or otherwise implement any accounting standards not used in the preparation of the Financial Statements, including Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contracts with Customers), together with customary authorization letters authorizing the distribution of such information, (iii) providing reasonable assistance to Buyer connection with the preparation of any offering memorandum, bank book, ratings agency presentations or similar documents, (iv) delivering at least three (3) Business Days prior to Closing, all documentation reasonably requested by the Financing Sources related to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (v) providing the Financing Sources with reasonable access to the senior management personnel and the properties, books and records of the Business, at reasonable times and in a manner that shall not disrupt the conduct of the Business or the businesses of the Sellers and their Subsidiaries, and (vi) requesting Sellers independent accountants to provide customary and reasonable assistance to Buyer; provided, however, that any such requested cooperation as set forth in this Section 6.09(a), shall not unreasonably interfere with the ongoing operations of Sellers or any of their Subsidiaries. Without limiting The Company shall not be required to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) prior to the generality of Closing Date. Notwithstanding the foregoing, O&M Contractor: (anothing in this Section 6.09(a) shall execute such typical documents as an operations and maintenance contractor executes (A) require any action that would reasonably be expected to (x) conflict with or violate any applicable Law, the Organizational Documents of any Seller or any Subsidiary thereof (including the Company) or any Material Contract, (y) cause any condition to Closing set forth in a project finance transaction this Agreement to fail to be satisfied or as Owner reasonably requests (z) cause any breach of this Agreement (unless waived in advance by Buyer), (B) require the Sellers or any of their Subsidiaries to pay any commitment or similar fee, pay or reimburse any third party expense, provide any indemnities, or incur or assume any liability or obligation, in connection with obtaining such Debt Financing prior to the Closing, (C) require any member, manager or board of directors or similar governing body of Sellers or any of their Subsidiaries to approve or authorize any Debt Financing or agreements related thereto, (D) require Sellers or any of their Subsidiaries to execute prior to the Closing any definitive financing documents or other agreements and maintaining documents in connection with any Financing, including a consent to assignment and any certifications and opinions required Debt Financing that is not contingent on the Closing (other than with respect to the Financing authorization letters described in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and clause (ii) include a description above) or (E) cause any director, officer or employee of the material provisions Company or of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing Sellers or any Financing or other arrangements effected of their Subsidiaries to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or incur any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionspersonal liability.

Financing Assistance. O&M Contractor The Company and its Subsidiaries shall cooperate with Owner obtain the debt financing from financing sources reasonably satisfactory to Dolce and ADAH and in connection with Owner’s efforts amounts sufficient to obtain consummate the transactionx xxntemplated by this Agreement, the Preferred Term Sheet, the PSA, the GM Settlement and maintain any Financing. Without limiting the generality of the foregoingPlan, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent financing to assignment and any certifications and opinions required be on then-prevailing market terms with respect to the Financing in form applicable interest rate, redemption provisions and substance reasonably fees, and otherwise to be on terms that are acceptable to O&M Contractoreach of ADAH and Dolce not to be unreasonably withheld (the "Debt Fixxxxing"). Subject to applicable regulatory or NASD requirements, Owner Merrill Lynch, Pierce, Fenner & Smith, Incorporated and UBS Xxxxxxxies LLC (or theix Xxxxliaxxx) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investors and their respective counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investors and their respective counsel consistent with the Agreement, the Preferred Term Sheet and the Project Lender; PSA and any other reasonable comments of the Investors and their respective counsel and shall not reject such comments without first discussing the reasons therefor with ADAH and Dolce or their counsel and giving due consideration xx the views of ADAH and Dolce and their counsel, and (biii) shall deliver to Owner and keep the Project Lender information customarily provided Investoxx xeasonably informed on a timely basis of developments in connection with a project financing in format the Debt Financing and content mutually acceptable provide the Investors with an opportunity to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor The Company and its Subsidiaries shall cooperate obtain debt financing on terms and from financing sources consistent with Owner those contemplated by the debt financing term sheet attached hereto as Exhibit C and in connection with Owner’s efforts amounts sufficient to obtain consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the PFTS, the GM Settlement and maintain any Financing. Without limiting the generality of the foregoingPlan, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent financing to assignment and any certifications and opinions required be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of the Investor and Highland Capital not to be unreasonably withheld (the “Debt Financing”); provided, that if the Company delivers to Investor and Highland Capital definitive term sheets for any such proposed debt financing that have been approved by the Company’s board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a “Company Financing Proposal”), then Investor or Highland Capital shall inform the Company in form writing (a “Financing Notice Proposal”) whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its receipt of the definitive term sheets for such Company Financing Proposal. If, after the Company delivers to Investor and substance Highland Capital a Company Financing Proposal, Investor or Highland Capital fails to deliver a Financing Notice within five (5) Business Days or each of the following circumstances as set forth in (x), (y) and (z) below occurs, then the Company may terminate this Agreement and the transactions contemplated hereby may be abandoned: (x) Investor or Highland Capital delivers a Financing Notice in which it does not approve the Company Financing Proposal, (y) Investor and Highland Capital do not present to the Company, within thirty (30) days of the delivery of the Financing Notice by Investor or Highland Capital (the “Financing Decision Date Proposal”), an alternative written expression of interest to provide the Debt Financing on terms more favorable to the Company than the Company Financing Proposal with financial institutions reasonably acceptable to O&M Contractorthe Company (a “Preferred Debt Financing”) and (z) Investor or Highland Capital do not provide to the Company commitment letters executed by the banks or other financing sources providing such Preferred Debt Financing within sixty (60) days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(u). Subject to applicable regulatory or NASD requirements, Owner Lxxxxx Brothers (or its Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investor, Highland Capital and their counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investor, Highland Capital and their counsel consistent with the Agreement and the Project Lender; PFTS and any other reasonable comments of the Investor, Highland Capital and their counsel and shall not reject such comments without first discussing the reasons therefor with the Investor, Highland Capital and their counsel and giving due consideration to the views of the Investor, Highland Capital and their counsel, and (biii) shall deliver to Owner and keep the Project Lender information customarily provided Investor reasonably informed on a timely basis of developments in connection with a project financing in format the Debt Financing and content mutually acceptable provide the Investor with an opportunity to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall, and shall cooperate with Owner cause each of its Subsidiaries to, use commercially reasonable efforts to provide to Parent and Merger Sub such cooperation as may be reasonably requested by Parent in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingDebt Financing, O&M Contractor: or if applicable, any Alternative Debt Financing (aprovided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries and is consistent with Law), including, without limitation, (i) shall execute such typical documents as an operations promptly as reasonably practicable, furnishing to Parent and maintenance contractor executes Merger Sub the financial statements as may be reasonably requested by Parent and Financing Sources; (ii) participation in a project finance transaction reasonable number of customary meetings, presentations and due diligence sessions, including arranging for reasonable direct contact between Representatives of the Company with Representatives of Parent and Financing Sources; (iii) to the extent customary and in accordance with applicable Law, facilitating the securing or as Owner reasonably requests pledging of collateral in connection with obtaining the Debt Financing or, if applicable, the Alternative Debt Financing as reasonably requested by Parent and maintaining the lenders party thereto under the Financing Documents; (iv) operating with Representatives of Parent or Financing Sources with respect to the conduct of any Financingexamination, appraisal or review of the financial condition or any of the assets or liabilities of any Group Company, including a consent for the purpose of establishing collateral eligibility and values; (v) (A) taking customary actions reasonably necessary to assignment permit the Financing Sources to evaluate the Company’s current assets, cash management and any certifications accounting systems, policies and opinions procedures relating thereto for the purposes of establishing collateral arrangements and (B) establishing bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing (provided such accounts, agreements and arrangements shall not become active or take effect until after the Effective Time), (vi) furnishing Parent, Merger Sub and their respective Representatives promptly with all documentation and other information required with respect to the Debt Financing in form and/or any Alternative Debt Financing under applicable “know you customer” and substance reasonably acceptable anti-money laundering rules and regulations, and (vii) taking reasonable and customary corporate actions necessary to O&M Contractorpermit the consummation of the Debt Financing and/or Alternative Debt Financing, Owner including without limitations the execution and delivery at the Project Lender; (b) Closing of any Financing Document. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall deliver to Owner and be required, under the Project Lender information customarily provided provisions of this Section 6.08 or otherwise in connection with a project financing in format and content mutually acceptable any Debt Financing, (x) to pay any commitment or other similar fee prior to the Parties regarding Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations Closing or would subject it to actual and or potential Project Lenders; (d) hereby authorizes Owner liability prior to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)the Effective Time. Parent shall promptly, and (ii) include a description of upon the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity termination of this Agreement, absence reimburse the Company for all reasonable and documented out of conflicts, pocket costs and expenses (including reasonable attorneys’ fees) incurred by the legal status of O&M Contractor, as Owner Company or any Project Lender may reasonably request of its Subsidiaries in connection with obtaining the cooperation of the Company and maintaining its Subsidiaries contemplated by this Section 6.08 and shall indemnify and hold harmless the FinancingCompany, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or, if applicable, the Alternative Debt Financing and any information used in connection therewith (except with respect to any information provided that Owner by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses shall reimburse O&M Contractor for have arisen out of or resulted from the willful misconduct of the Company, its Subsidiaries or any third-party expense reasonably incurred in providing such opinionsof their respective Representatives.

Financing Assistance. O&M Contractor (a) During the Interim Period, the Sellers shall cooperate with Owner cause the Target Companies to, and shall use commercially reasonable efforts to cause each Target Company’s respective Representatives to, use commercially reasonable efforts to provide to the Purchaser such reasonable and customary cooperation in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting , in each case, as may be reasonably requested by the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction Purchaser or as Owner reasonably requests its Representatives in connection with obtaining and maintaining any Financingthe Transactions, including using commercially reasonable efforts to (i) furnish, as promptly as reasonably practicable upon request, financial statements and financial and other pertinent information regarding the Target Companies (it being understood that the Purchaser shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the 1933 Act or as may be customary in connection with any such financing), (ii) participate in a consent reasonable number of meetings, drafting sessions and due diligence sessions with potential Financing Sources (each of which shall be conducted by conference call or video conference) and rating agencies, if necessary, in each case to assignment the extent customary for the Financing of such type, (iii) assist in the preparation of any reasonably requested offering documents, confidential information memoranda, prospectuses, offering memoranda, customary marketing material, rating agency and any certifications and opinions required syndication materials, in each case with respect to the Financing, (iv) assist in obtaining comfort letters if customarily required for such Financing and, if required, consents of accountants and auditors with respect to financial statements and other financial information for the Target Companies for inclusion in form documents referred to in clause (iii) and substance (v) to the extent reasonably acceptable requested at least ten Business Days prior to O&M Contractorthe Closing Date, Owner provide at least three Business Days prior to the Closing Date any information and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided documents required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 (and if the Target Companies qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Target Companies necessary to complete a project financing in format and content mutually acceptable beneficial ownership certification with respect to the Parties regarding the financial capability Target Companies), each of O&M Contractor and shall facilitate reasonable inspections which of the Siteforegoing shall be at the Purchaser’s written request with reasonable prior notice and at the Purchaser’s sole cost and expense, and the Target Companies shall be promptly reimbursed by Purchaser for any reasonable and documented out-of-pocket costs incurred by the Target Companies in connection with such cooperation; provided, however, that nothing in this Section 7.13 will require any such cooperation to the extent that it would (cA) shallrequire the Target Companies to give or agree to give to any other Person any indemnities in connection with any Financing prior to the Closing, at Owner’s reasonable request(B) provide in connection with any Financing any information the disclosure of which would jeopardize any privileged relationship, attend including attorney-client privilege, of, or conflict with any confidentiality requirements or Laws applicable to, the Sellers or the Target Companies, (C) take any action which would result in any Target Company or any of their respective Affiliates or Representatives incurring any personal liability in connection with any Financing, (D) provide (1) 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, (2) any financial statements or information that are not reasonably available to the Partnership Group and participate not prepared in presentations the ordinary course of the Target Companies’ financial reporting practice or able to actual and potential Project Lenders; be produced or provided without unreasonable cost or expense or use of time, (d3) hereby authorizes Owner any description of all or any component of any Financing (including any such description to be included in any liquidity or capital resource disclosure or any “description of notes”), or (4) projections, risk factors or other forward-looking statements relating to all or any component of any Financing (which items (1) through (4) shall be the sole responsibility of the Purchaser) or (E) unreasonably interfere with the ongoing business operations of the Target Companies. Notwithstanding the foregoing, (i) provide this Agreement none of the Target Companies nor any of their respective officers or employees shall be required to potential Project Lenders execute or enter into any agreement with respect to any Financing (subject other than those officers or employees continuing in such roles after Closing, and solely with respect to Section 17.5agreements contingent upon the Closing and that would not be effective prior to the Closing), and (ii) include a description no directors of the material provisions of this Agreement in Target Companies shall be required to approve, adopt, execute or enter into or perform any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance agreement with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit respect to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected that is not contingent upon the Closing and that would be effective prior to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsClosing.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cooperate with Owner use commercially reasonable efforts to cause each of the Company Subsidiaries to, provide such cooperation as may be reasonably requested by Parent and Merger Company in connection with Owner’s the arrangement of the Debt Financing, including (i) arranging for reasonable direct contact between representatives and advisors of the Company or its Subsidiaries with Representatives of Parent, Merger Company and Debt Financing Sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent, Merger Company or their respective Representatives in connection with any Debt Financing (including using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to any Debt Financing and maintain delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing Parent, Merger Company and Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, Merger Company or any Financing. Without limiting Debt Financing Sources and using commercially reasonable efforts to cause the generality Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent, Merger Company and any Debt Financing Sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent, Merger Company or any Debt Financing Sources with respect to the conduct of any examination, appraisal or review of the foregoingfinancial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, O&M Contractor: including for the purpose of establishing collateral eligibility and values, (av) to the extent not prohibited by applicable Law or the Company’s contractual obligations to Third Parties set forth in Section 7.08(a) of the Company Disclosure Schedule, (A) facilitating the granting of security or pledging of collateral and, to the extent required under the Debt Financing Agreements, using commercially reasonable efforts to obtain consents and/or customary executed payoff letters or final invoices (as applicable) from each lender, creditor, noteholder or other counterparty to which Company Indebtedness is owing and (B) executing and delivering any Debt Financing Agreements (including any pledge and security documents); provided, that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Debt Financing Agreements to which it is a party shall execute be contingent upon the occurrence of the Effective Time, (vi) taking all commercially reasonable actions necessary to (A) permit Debt Financing Sources to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided, that the information provided in connection therewith to such typical documents as an operations prospective lenders shall be subject to the terms of the Confidentiality Agreement, and maintenance contractor executes in a project finance transaction or as Owner reasonably requests (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with obtaining the foregoing (vii) furnishing Parent, Merger Company and maintaining their Representatives, as well as any Financingprospective Debt Financing Sources, including a consent to assignment promptly with all documentation and any certifications and opinions other information required with respect to any Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the information provided to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, (viii) using commercially reasonable efforts to obtain consents from Third Parties and accountants’ comfort letters from the Company’s and its Subsidiaries’ accounting firm contemplated by any Debt Financing and assisting Parent, Merger Company and their respective counsels with information required for customary legal opinions required to be delivered in form connection therewith and substance (ix) taking all commercially reasonable actions necessary to permit the consummation of any Debt Financing, including the execution and delivery of any other certificates, instruments or documents reasonably acceptable requested by Parent and Merger Company and to O&M Contractorpermit the proceeds thereof to be made available at Closing to consummate the Transactions. In no event shall the Company or any of its Subsidiaries or Affiliates be required to bear any cost or expense, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided pay any fee or incur any liability or make any commitment or agreement effective in connection with a project financing in format and content mutually acceptable the Debt Financing (including entry into any agreement) that is not contingent upon the Closing or would be effective prior to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (cEffective Time. Nothing contained in this Section 7.08(a) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as shall require the Company or any of its Subsidiaries to be an exhibit to such registration statement issuer or other disclosure; (e) at Owner’s request, shall reasonably cooperate obligor with respect to any Financing prior to the independent engineer Effective Time. The Company hereby consents to the use of its and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate its Subsidiaries’ logos in connection with tax-exempt Financing any Debt Financing; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or any Financing or other arrangements effected to reduce taxes on of its Subsidiaries. Notwithstanding the Project or foregoing, the work, which cooperation Company shall not includebe required to take any action pursuant to this Section 7.08 which is not reasonably practicable with the resources and personnel readily available to the Company, or be considered or deemed requires the provision of any information that is not readily available in view of the resources then available to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsCompany.

Financing Assistance. O&M Contractor Prior to the Closing, the Company agrees to provide, and shall cooperate with Owner use reasonable best efforts to cause each of its Subsidiaries and each of their respective officers, employees and Representatives to provide, to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with Owner’s the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries), including, without limitation, to the extent customary and reasonable for the Debt Financing, (i) participation in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with representatives of Parent and its Debt Financing Sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its representatives in connection with the Debt Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and maintain delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and its Debt Financing Sources (the information required to be delivered in this clause (iii), the “Required Information”), (iv) cooperating with advisors, consultants and accountants of Parent or its Debt Financing Sources with respect to the conduct of any Financing. Without limiting the generality examination, appraisal or review of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction financial condition or as Owner reasonably requests in connection with obtaining and maintaining any Financingof the assets or liabilities of the Company or any Subsidiary, including a consent to assignment for the purpose of establishing collateral eligibility and values, (v) facilitating the securing or pledging of collateral and executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, provided that the effectiveness of any collateral or security granted hereunder and any certifications obligations of the Company or any of its Subsidiaries under any such definitive documents shall be contingent upon the occurrence of the Effective Time, (vi) furnishing Parent, Merger Sub and opinions its Representatives promptly with all documentation and other information required with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, and (vii) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing, including without limitations the execution and delivery of any other certificates, instruments or documents and establishing bank and other accounts, and to permit the proceeds thereof, to be made available to Merger Sub on the Closing Date to consummate the Merger. The Company will periodically update any such Required Information to be included in form and substance reasonably acceptable an offering document to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided be used in connection with a project financing such Debt Financing in format and content mutually acceptable order to ensure that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the Parties regarding statements contained therein not misleading. Neither the financial capability Company nor any of O&M Contractor and its Subsidiaries shall facilitate reasonable inspections of be required, under the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered Section 6.17 or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Debt Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.,

Financing Assistance. O&M Contractor The Company and its Subsidiaries shall cooperate obtain the debt financing from financing sources consistent with Owner those previously discussed with ADAH and in connection with Owner’s efforts amounts sufficient to obtain consummate the transacxxxxs contemplated by this Agreement, the Preferred Term Sheet, the Plan Terms, the GM Settlement and maintain any Financing. Without limiting the generality of the foregoingPlan, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent financing to assignment and any certifications and opinions required be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to ADAH not to be unreasonably withheld (the "Debt Financinx"); provided, that if the Company delivers to ADAH definitive term sheets for such proposed debt finanxxxx that have been approved by the Company's board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a "Company Financing Proposal"), then ADAH shall inform the Company in form writing (a "Financing Notice") whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its receipt of the definitive term sheets for such Company Financing Proposal. If, after the Company delivers to ADAH a Company Financing Proposal, ADAH fails to deliver a Xinancing Notice within five (5) Xxxiness Days or each of the following circumstances occurs, then the Company may terminate this Agreement and substance the transactions contemplated hereby may be abandoned: (x) ADAH delivers a Financing Notice in which it does not apxxxxe the Company Financing Proposal, (y) ADAH does not present to the Company, within 30 days of xxx delivery of the Financing Notice (the "Financing Decision Date"), an alternative written expression of interest to provide the Debt Financing with financing sources reasonably acceptable to O&M Contractorthe Company on terms more favorable to the Company than the Company Financing Proposal (a "Preferred Debt Financing") and (z) ADAH does not provide to the Company commitment letters xxxxuted by the banks or other financing sources providing such Preferred Debt Financing within 60 days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(t). Subject to applicable regulatory or NASD requirements, Owner Merrill and UBS (or their Affiliates) shall be entitled xx xxxxicipate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to ADAH and its counsel a copy of all marketing information, xxrm sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of ADAH and its counsel consistent with the Agreement, the Xxxxerred Term Sheet and the Project Lender; Plan Terms and any other reasonable comments of ADAH and its counsel and shall not reject such comments xxxxout first discussing the reasons therefor with ADAH or its counsel and giving due consideration to the xxxxs of ADAH and its counsel, and (biii) shall deliver to Owner and the Project Lender information customarily provided in keep ADAH reasonably informed on a timely basis of developmenxx xn connection with a project financing in format the Debt Financing and content mutually acceptable provide the Investors with an opportunity to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and meetings and/or roadshows with potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description providers of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Debt Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

Financing Assistance. O&M Contractor (a) The Seller Parties shall cooperate with Owner use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their respective Representatives to provide, to the Purchaser reasonable assistance and cooperation as is reasonably requested by the Purchaser from time to time prior to the Closing as necessary in connection with Ownerarranging, obtaining and syndicating the Debt Financing, including: (i) cooperation and commercially reasonable assistance to the Purchaser in its preparation of an information or offering memorandum relating to the syndication or marketing of the Debt Financing and materials for rating agency presentations and participation by senior management of Freedom and Seller Parties in a reasonable number of due diligence sessions and meetings with actual or prospective Debt Financing Sources and rating agencies in each case at times and locations reasonably agreed and reasonably coordinated in advance thereof; (ii) timely deliver to Purchaser financial information, operating data, business and other information pertinent to the Debt Financing (including diligence information regarding Freedom and the Freedom Business in each case as reasonably requested by Purchaser in connection with the Debt Financing and either readily available to Seller Parties or Freedom or accessible to Seller Parties or Freedom using commercially reasonable efforts including (A) the quarterly and annual financial statements provided in Section 4.13(b) and (B) any financial information regarding Freedom and the Freedom Business which is reasonably required to assist Purchaser in preparing pro forma financial statements and assisting the Purchaser with its preparation of pro forma financial statements required in connection with the Debt Financing or any regulatory filings (it being understood and agreed that the Seller Parties’ obligation to provide financial statements is limited to those set out in Section 4.13(b)); provided, however, that the Seller Parties shall not be required to provide (A) any pro forma financial statements or any information regarding any post-Closing or pro forma adjustments to be incorporated into any information used in connection with the Debt Financing (including any synergies or cost savings), pro forma ownership or an as-adjusted capitalization table, (B) projections, (C) any description of all or any component of the Debt Financing, or (D) risk factors relating to all or any component of the Debt Financing; (iii) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser to facilitate the satisfaction on a timely basis of any conditions precedent to obtaining any Debt Financing (provided that, for greater certainty, any guarantees and security interests, shall not be required to take effect before the Closing), including providing all documentation or other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and providing reasonable access to Purchaser’s legal counsel or any Debt Financing Sources and their respective legal counsel and to existing data rooms solely for the purposes of (A) in the case of Purchaser’s legal counsel, completing any customary legal opinions in connection with any Debt Financing and (B) in the case of any Debt Financing Sources and their respective legal counsel, completing customary diligence requests (subject to such Debt Financing Sources being subject to a customary confidentiality undertaking whether provided electronically or otherwise); (iv) causing the taking of any corporate actions by the Seller Parties reasonably necessary to permit the completion of such Debt Financing, in each case effective no earlier than the Closing Date; (v) to the extent reasonably requested by Purchaser, cooperating in connection with the repayment of any Freedom debt to be paid off or otherwise settled, in connection with the transactions contemplated in this Agreement, including using commercially reasonable efforts to obtain customary payoff letters and maintain lien releases and discharges to be provided on the Closing Date (subject, in each case, to receipt of funds from Purchaser sufficient to make any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lenderrepayment); (bvi) shall deliver in the event that any Alternative Financing is in the form of debt securities, using its commercially reasonable efforts to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable cause its independent auditors to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt any such Alternative Financing (including participation in due diligence sessions and the preparation and timely delivery to Purchaser or its affiliates and the Debt Financing Sources of customary comfort letters (including customary “negative assurances”) and consents to the use of their reports in connection with any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planningsuch Alternative Financing); and (gvii) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflictsensuring that, and providing such further information as may be required so that, any and all information provided under this Section 4.13 that is expressly provided by Seller Parties and Freedom for use in any offering document for any Alternative Financing does not and will not, in each case as of the legal status dates with respect to which such information is presented, contain any Misrepresentation. In the case of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Alternative Financing, provided that Owner if applicable, the references in this Section 4.13 to Debt Financing shall reimburse O&M Contractor for be deemed to also be references to any third-party expense reasonably incurred in providing such opinionsAlternative Financing.