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 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 Prior to the Closing, the Company shall, and shall use reasonable best efforts to cause the Company Subsidiaries and its and their respective Representatives to, and shall request Ocwen and its Affiliates and their respective Representatives to, cooperate with Owner Parent and its Affiliates and Representatives as reasonably necessary in connection with Owner’s efforts equity and/or debt financings prior to obtain and maintain any or concurrently with the Merger (“Financing. Without limiting the generality of the foregoing”), O&M Contractor: in each case as may be reasonably requested by Parent, including: (a) shall execute such typical documents as an operations assisting Parent and maintenance contractor executes the Financing Sources in a project finance transaction the preparation of customary rating agency presentations, road show presentations, offering memoranda, private placement memoranda, prospectuses and bank information memoranda (including the delivery of one or as Owner reasonably requests more customary representation letters and authorization letters necessary or desirable in connection with obtaining the applicable Financing, and, to the extent necessary, an additional bank information memorandum that does not include material non-public information), lender presentations or other marketing and maintaining syndication documents and materials customarily used in connection with the transactions contemplated by the applicable Financing; (b) use reasonable best efforts to cause the Company’s applicable Representatives to deliver customary comfort letters of independent accountants (including “negative assurance” comfort), legal opinions, surveys and title insurance as reasonably requested by Parent as necessary or desirable and customary in connection with the applicable Financing; (c) (i) furnishing Parent and the Financing Sources as promptly as practicable with (x) financial information and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any Financing Source to consummate the Financing and (y) (A) all information, including financial statements (which shall be prepared in accordance with GAAP and Regulation S-X and shall be updated so as to be current through the Closing), pro forma financial statements and other financial information and business and other data (including all information required by Regulation S-X, including for the time periods required by Rule 3-05, and Regulation S-K under the Securities Act for a registered offering or in the case of a 144A transaction, as is customarily provided, with customary exceptions) and (B) all information and data that would be necessary for the Financing Sources to receive customary “comfort” letters from the independent accountants of the Company in connection with the Financing, including a consent customary negative assurance, and which such quarterly financial statements shall have been the subject of SAS 100 review (all such information in this clause (i)(y), the “Required Information”); provided that, with respect to assignment any pro forma financial statements or other information included in the Required Information, Parent shall determine in its sole discretion the categories and types of post-Closing or pro forma cost savings, synergies, capitalization and other post-Closing pro forma adjustments to be reflected in such pro forma financial statements or other information; (d) obtaining consents of accountants for use of their audit or review reports in any certifications materials relating to the Financing, including in any prospectus, at the expense of Parent; (e) at least three (3) Business Days prior to the Closing Date, providing all documentation and opinions required other information about the Company and its Subsidiaries as is reasonably requested in writing by Parent which relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, as well as applicable regulations of the Office of Foreign Assets Control, the Foreign Corrupt Practices Act of 1977 and the Investment Company Act of 1940; (f) agreeing to enter into definitive agreements with respect to the Financing (“Financing Agreements”) and facilitating substantially concurrently with the Closing all organizational actions by the Company and its Subsidiaries as may be requested by Parent in order to permit the consummation of such Financing and to permit the proceeds thereof to be made available to Parent, its Subsidiaries and/or the Company and its Subsidiaries; (g) providing and executing customary closing documents as may be requested by Parent, including a certificate of the chief financial officer of the Company with respect to solvency matters; and (h) facilitating the pledging of collateral substantially concurrently with the Closing (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company and its Subsidiaries), including obtaining such documentation and/or taking such other steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) requested by Parent in order to release all Liens over the properties and assets of the Company and its Subsidiaries securing obligations under the Indebtedness of the Company and its Subsidiaries and taking reasonable actions necessary to permit any Financing Source to evaluate the Company’s and its Subsidiaries’ assets for the purpose of establishing collateral arrangements; provided, in each case in clauses (a) through (h), that (i) nothing in this Section 6.11 shall unreasonably interfere with the ongoing business or operations of the Company and the Company Subsidiaries, taken as a whole; (ii) none of the Company or any of the Company Subsidiaries shall be required to execute and deliver any Financing Agreements or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing that are effective prior to the Effective Time (other than representation letters and authorization letters as contemplated by foregoing clause (a) or as necessary or reasonably desirable to effectuate a public equity offering prior to the Closing); and (iii) Parent shall indemnify, defend and hold harmless the Company and the Company Subsidiaries and their respective pre-Closing directors, officers, employees and representatives, from and against any liability or obligation to providers of the Financing and any other Person in connection with the Financing and any information provided in connection therewith (other than, in the case of the Company and the Company Subsidiaries, information furnished by or on behalf of the Company or any Company Subsidiary), and the foregoing obligation shall survive termination of this Agreement. If this Agreement is terminated for any reason, Parent shall reimburse the Company and its Subsidiaries for all reasonable out-of-pocket costs incurred by the Company and its Subsidiaries in connection with this Section 6.11, other than the ordinary course audit or review of the Company’s financial statements. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Financing; provided that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company and its Subsidiaries or the reputation or the goodwill of the Company and its Subsidiaries. Without limiting the foregoing, with respect to any outstanding Indebtedness of the Company or any of the Company Subsidiaries identified by Parent in writing at least fifteen (15) Business Days prior to the Closing Date to be repaid in connection with the consummation of the Merger, (i) the Company shall (or shall cause the Company Subsidiaries to) deliver all notices and take other actions required to facilitate the termination of commitments in respect of such Indebtedness, the repayment in full of all obligations in respect of such Indebtedness and the release of any Liens and guarantees in connection therewith on the Closing Date and (ii) no later than one (1) Business Day prior to the Closing Date, the Company shall (or shall cause the Company Subsidiaries to) furnish to Parent customary payoff letters with respect to such Indebtedness (each, a “Payoff Letter”) in substantially final form and in form and substance reasonably acceptable satisfactory to O&M ContractorParent from all financial institutions and other Persons to which such Indebtedness is owed (or the applicable agent, Owner trustee or other representative on behalf of such Persons) which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Project Lender; Closing Date (bthe “Payoff Amount”) shall deliver to Owner and the Project Lender information customarily provided (y) state that all obligations (including guarantees) in respect thereof and Liens in connection therewith on the assets of the Company or any Company Subsidiary or otherwise on the Company’s business shall be, substantially concurrently with a project financing in format and content mutually acceptable the receipt of the Payoff Amount on the Closing Date by the Persons holding such Indebtedness, released or arrangements reasonably satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the Parties regarding the financial capability replacement (or cash collateralization or backstopping) of O&M Contractor and shall facilitate reasonable inspections any then outstanding letters 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 credit 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 opinionssimilar Indebtedness.

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; providers of the Debt Financing.". (dkk) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.55(u), Section 12(d)(ii) and (iiSection 12(d)(iv) 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 EPCA are hereby amended by deleting such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate section and replacing it with the independent engineer word "[Reserved].". (ll) Section 5(w) of the EPCA is hereby amended and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate restated 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, its entirety 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.follows:

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 opinionsClosing.

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) Buyer shall cooperate use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable, or proper to obtain the Debt Financing on or prior to the Closing Date. Buyer shall give Seller prompt written notice if and when Buyer becomes aware that any portion of the Debt Financing may not be available for the purposes of consummating the transactions contemplated by this Agreement. Buyer shall keep Seller informed on a reasonably current basis with Owner in connection with Ownerreasonably detailed information about the status of Buyer’s efforts to obtain and maintain any the Debt Financing. Without limiting Buyer shall not take any action that would reasonably be expected to materially delay or prevent the generality consummation of the foregoingtransactions contemplated hereby, O&M Contractor: including the Debt Financing. (ab) Seller shall execute use its commercially reasonable efforts to cause its officials, employees, attorneys, accountants, and other Representatives to provide all customary cooperation that is reasonably requested by Buyer and reasonably necessary to arrange for and obtain the Debt Financing, to the extent that the participation by members of management of Seller is reasonably necessary in connection therewith. Seller shall provide such typical commercially reasonable assistance as is customarily provided for in financings of the type contemplated by the Debt Financing, including using commercially reasonable efforts, at Buyer’s cost and expense, in (i) (A) designating one or more members of senior management of Seller to participate in, at reasonable times and upon reasonable notice, a reasonable number of investor presentations and rating agency materials and presentations and (B) assisting with the preparation of customary offering documents as an operations and maintenance contractor executes in a project finance transaction materials of Buyer, including private placement or as Owner reasonably requests offering memoranda, bank information memoranda, bank syndication material and packages, and similar documents and materials, in connection with obtaining the Debt Financing (all such documents and maintaining materials, collectively, the “Offering Documents”), (ii) furnishing to Buyer all ML&P Information (including execution of customary authorization and management representation letters) as may be reasonably requested by Buyer to assist in the preparation of the Offering Documents, (iii) providing information that is reasonably available or readily obtainable regarding Seller to assist Buyer in preparing Buyer’s pro forma financial statements to the extent specified by SEC Regulation S-X, and designating, upon request, whether any such information is suitable to be made available to lenders and other investors who do not wish to receive material non-public information, (iv) designating one or more members of senior management of Seller to participate, at reasonable times and upon reasonable notice, in due diligence sessions, drafting sessions, management presentations, rating agency presentations (subject to customary confidentiality provisions), lender meetings (including one-on-one meetings), and one or more road shows, (v) requesting ML&P’s independent auditors to cooperate reasonably with Buyer’s independent auditors, participate in customary accounting due diligence sessions, and provide customary accountant’s comfort letters and consents that are used in any offering document for the Debt Financing, including and (vi) assisting in the preparation of, and executing and delivering at the Closing, definitive documents related to the Debt Financing and other customary certificates and documents as may be reasonably requested by Buyer. (c) Notwithstanding anything to the contrary contained in this Section 6.13, nothing in this Section 6.13 shall require any such cooperation to the extent that it would (i) require Seller to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities, (ii) unreasonably interfere with the Business, (iii) require Seller to enter into or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation, (iv) require Seller to prepare pro forma financial statements or pro forma adjustments reflecting the Debt Financing or the transactions contemplated by this Agreement (provided that Seller shall otherwise cooperate with the preparation of such pro forma financial statements and pro forma adjustments prepared by Buyer), (v) require Seller to approve or authorize the Debt Financing, or (vi) require Seller to cause the delivery of (A) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Debt Financing, other than accountants’ customary comfort letters as contemplated by clause (v) of Section 6.13(b), (B) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, or any financial information, in each case, in a consent to assignment and any certifications and opinions required form not customarily prepared by Seller with respect to any period (provided, that for the Financing in form and substance reasonably acceptable to O&M Contractoravoidance of doubt, Owner and the Project Lender; foregoing clause (bB) shall deliver not be relied upon to Owner prevent Seller from delivering its year-end audited financial statements or quarterly unaudited financial statements to the extent otherwise required by this Agreement or assisting Buyer reasonably in preparing necessary information) or (C) any financial information with respect to a month or fiscal period that has not yet ended or that has ended less than 90 days, or less than 210 days in the case of an annual period, prior to the date of such request. (d) Buyer shall (i) promptly reimburse Seller for all reasonable out-of-pocket costs or expenses (including reasonable and the Project Lender information customarily provided documented costs and expenses of counsel and accountants) incurred by Seller or any of its Representatives in connection with a project financing any cooperation provided for 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)6.13, and (ii) include indemnify and hold harmless Seller and each and all of its Representatives from and against any Losses incurred as a description of result of, or in connection with, any cooperation provided for in this Section 6.13 or the material provisions of this Agreement in any offering circular or document required for the Debt 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 information used in connection therewith, unless Seller acted in bad faith or with tax-exempt Financing or any Financing or gross negligence and other arrangements effected to reduce taxes on than in 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 case 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 opinionsfraud.

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 (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 such meetings of the Company’s senior management), in each case at times and substance reasonably acceptable locations to O&M Contractorbe mutually agreed, Owner and the Project Lender; (x) use commercially reasonable efforts to assist in procuring any necessary rating agency ratings or approvals. (b) Notwithstanding anything in this Section 5.16 to the contrary, in fulfilling its obligations pursuant to this Section 5.16, (i) none of the Company, its Subsidiaries or its Representatives shall deliver be required to Owner and the Project Lender information customarily provided (x) pay any commitment or other fee, provide any security or incur any other liability in connection with a project any financing in format and content mutually acceptable prior to the Parties regarding Effective Time, (y) enter into any definitive agreement the financial capability effectiveness of O&M Contractor and which is not conditioned upon the Closing; or (z) give any indemnities that are effective prior to the Effective Time, (ii) any requested cooperation shall facilitate reasonable inspections not unreasonably interfere with the ongoing operations of the Site; (c) shall, at Owner’s reasonable request, attend Company 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)its Subsidiaries, and (iiiii) include a description Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any 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 its Subsidiaries in connection with tax-exempt Financing such cooperation. Parent shall indemnify and hold harmless the Company and its Subsidiaries from and against any and all losses or any Financing damages actually 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 by them directly in connection with obtaining the arrangement of any such financing (other than to the extent related to information provided by the Company, its Subsidiaries or their respective Representatives). In addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any financing will be effective until the Effective Time, and maintaining neither the FinancingCompany nor any of its Subsidiaries will be required to take any action pursuant to any certificate, provided agreement, arrangement, document or instrument that Owner is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in this Section 5.16 will require the Company, its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing prior to the Closing. Nothing in this Section 5.16 shall reimburse O&M Contractor for require (A) any third-party expense reasonably incurred in providing such opinions.officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or take any other action under this

Financing Assistance. O&M Contractor (a) Prior to the Effective Time, the Partnership shall, and shall cooperate with Owner cause its Subsidiaries and their respective Representatives to, use commercially reasonable efforts to provide customary cooperation in connection with Owner’s efforts any financing by Parent or any of its Subsidiaries in connection with the LP Merger, in each case, as may be reasonably requested by Parent, Merger Sub or their Representatives. Notwithstanding anything to obtain the contrary herein, Parent and maintain Merger Sub acknowledge and agree that consummation of any Financingsuch financing by Parent or any of its Subsidiaries is not a condition to Closing or any of their respective obligations under this Agreement. Without limiting the generality of the foregoing, O&M Contractor: the Partnership shall, and shall cause its Subsidiaries and their respective Representatives to, upon reasonable request of Parent, (ai) shall execute furnish the report of the Partnership’s auditor on the three most recently available audited consolidated financial statements of the Partnership and its Subsidiaries and use its commercially reasonable 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 commercially reasonable 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 customary additional financial statements, schedules, business or other financial data relating to the Partnership and maintaining its Subsidiaries as may be reasonably necessary to consummate any Financingsuch financing, including providing customary assistance 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 and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of any such pro forma financial information and/or pro forma financial statements); (iii) provide customary direct contact between (x) senior management and advisors, including auditors, of the Partnership 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 during regular business hours, and upon reasonable advance notice; (iv) make available, at reasonable times during regular business hours, and upon reasonable advance notice, the employees and advisors of the Partnership and its Subsidiaries to provide customary assistance with Parent’s or its Subsidiaries’ preparation of business projections; (v) obtain the reasonable cooperation and assistance of counsel to the Partnership and its Subsidiaries in connection with the customary legal opinions that counsel to Parent and its Subsidiaries may require to deliver with respect to any such financing; (vi) reasonably assist in the preparation of (but not, in each case of the following, entering into or executing) documents, opinions, certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any 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 shall not take effect until, the Effective Time; (vii) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financing; (viii) permit Parent or its Subsidiaries’ customary use of the Partnership’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that, Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that, despite the Partnership’s use of commercially reasonable efforts to remove or obtain a consent waiver of such prohibition, such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (B) such use is not intended to, nor reasonably likely to, harm or disparage the Partnership or any of its Subsidiaries), (ix) participate in a reasonable number of meetings and presentations, during regular business hours and upon reasonable advance notice, with arrangers and prospective lenders and investors, as applicable (including the participation in such meetings of the Partnership’s senior management) and, in each case, at times and locations to assignment be mutually agreed, (x) as further set forth in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the repayment of certain existing indebtedness for borrowed money of the Partnership and its Subsidiaries, including delivery of customary payoff and release documentation with respect thereto and (xi) use commercially reasonable efforts to assist in procuring any certifications necessary rating agency ratings or approvals for such financing. (b) Notwithstanding anything in this Section 5.16 to the contrary, in fulfilling its obligations pursuant to this Section 5.16, (i) none of the General Partner, the Partnership, its Subsidiaries or their respective Representatives shall be required to (A) pay any commitment or other fee, provide any security or incur any other liability in connection with any financing prior to the Effective Time (B) enter into any definitive agreement the effectiveness of which is not conditioned upon Closing, or (C) give any indemnities that are effective prior to the Effective Time, (ii) any requested cooperation shall not unreasonably interfere with the ongoing operations or business of the Partnership and its Subsidiaries and (iii) Parent shall, promptly upon request by the Partnership, reimburse the General Partner and the Partnership for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket auditor’s, accountant’s, and attorneys’ fees) incurred by the General Partner, the Partnership or any of its Subsidiaries or their respective Representatives in connection with such cooperation. Parent shall indemnify and hold harmless the General Partner, the Partnership and its Subsidiaries from and against any and all claims, losses, or damages suffered or incurred by them directly or indirectly in connection with the arrangement of any such financing or any information provided in connection therewith (other than to the extent related to information provided by the General Partner, the Partnership, its Subsidiaries or their respective Representatives that contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading). In addition, no action, liability, or obligation of the General Partner, the Partnership, any of its Subsidiaries, or any of their respective Representatives pursuant to any agreement, arrangement, contract, certificate, instrument, or other document relating to any such financing will be effective until the Effective Time, and none of the General Partner, the Partnership, nor any of its Subsidiaries will be required to take any action pursuant to any of the foregoing that is not contingent on the occurrence of the Closing or that must be effective before the Effective Time. Further, nothing in this Section 5.16 will require (1) the General Partner, the Partnership, its Subsidiaries, or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing prior to Closing or (2) any officer or Representative of the General Partner, the Partnership or any of its Subsidiaries to deliver any certificate or take any other action under this Section 5.16 that could reasonably be expected to result in personal liability to such officer or Representative, or (3) the Representatives of the General Partner, the Partnership or its Subsidiaries to deliver any legal opinions required with respect to such financing. (c) At the request of Parent, the Partnership shall deliver to Parent on or prior to the Closing Date customary payoff letters or other satisfactory documentation from any third-party lenders (or agents therefor), trustees, or other holders of indebtedness of the Partnership or its Subsidiaries (or representatives therefor), as applicable, in the customary forms of such lenders, trustees or other holder of indebtedness or otherwise in form reasonably satisfactory to Parent, in each case, solely 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 indebtedness or obligations of the Site; Partnership and its Subsidiaries set forth in Section 5.16(c) of the Partnership Disclosure Schedule (provided, that the Partnership shall use its commercially reasonable efforts to deliver such payoff letters or other documentation, as applicable, referred to in this clause (c) shallto Parent at least one calendar day prior to the Closing Date); provided, at Owner’s reasonable requesthowever, attend that the Partnership and participate its Subsidiaries shall not be obligated to make or cause to become effective any such action (nor shall the Partnership or any of its Subsidiaries be required to incur any cost or liability in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5respect thereof), and (ii) include a description of no such borrowings or indebtedness shall be repaid, prior to 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, Effective Time. The Partnership shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the independent engineer facilities evidencing the above referenced indebtedness or obligations. (d) The Partnership shall, at the written request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) use commercially reasonable efforts to attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any rating agencies then-existing indebtedness for borrowed money of the Partnership or credit enhancement entities associated with a Financingany of its Subsidiaries; provided, however, that the Partnership and its Subsidiaries shall not be obligated to make or cause to become effective any such action (fnor shall the Partnership or any of its Subsidiaries be required to incur any cost or liability in respect thereof) prior to the Effective Time. For the avoidance of doubt, any such redemption, prepayment or other payment made to satisfy and discharge or defease such portion of indebtedness for borrowed money of the Partnership or any of its Subsidiaries prior to or at Owner’s Closing shall be the sole obligation of Parent, and all reasonable and documented out-of-pocket costs and expenses incurred by the Partnership or any of its Subsidiaries or their respective Representatives under this clause (d) shall be promptly reimbursed by Parent upon request, . Parent shall reasonably cooperate prepare all necessary and appropriate documentation in connection with tax-exempt Financing or any Financing or other arrangements effected action described above, and provide the Partnership, its Subsidiaries, and their respective Representatives with a reasonable opportunity and prior notice to reduce taxes comment 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 such documents. Parent and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflictsPartnership shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the legal status preparation 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 opinionsdocuments.

Financing Assistance. O&M Contractor The Company shall cooperate with Owner provide cooperation reasonably necessary in connection with Owner(i) Buyer’s efforts arrangement of financing to obtain consummate the transactions contemplated in this Agreement and maintain any Financing. Without limiting (ii) at Buyer’s option, the generality repayment of all borrowings under the Xxxxxxx Credit Agreement as of the foregoingClosing (the “Acquisition Financing”), O&M Contractor: including (a) shall execute such typical documents as an operations to cause the appropriate officers of the Company and maintenance contractor executes the Company Subsidiary to participate in a project finance transaction or as Owner reasonably requests reasonable meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, in connection with obtaining and maintaining any each case which are customary for financings similar to the Acquisition Financing, including a consent (b) to assignment cause the appropriate officers of the Company and any certifications and opinions required the Company Subsidiary to assist Buyer in the preparation of business projections with respect to the Financing in form and substance reasonably acceptable business that are customary for financings similar to O&M Contractorthe Acquisition Financing, Owner (c) to cause the appropriate officers of the Company and the Project Lender; (b) shall Company Subsidiary to execute and deliver to Owner any underwriting or placement agreements, pledge and the Project Lender information customarily provided security documents, lien release or termination documents in connection with a project the repayment of all borrowings under the Xxxxxxx Credit Agreement, other definitive financing documents, indemnity agreements, or documents or other requested certificates (including officers’ certificates), in format and content mutually acceptable each case which are customary for financings similar to the Parties regarding the financial capability of O&M Contractor Acquisition Financing 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 use commercially reasonable efforts to potential Project Lenders (subject cause the Company’s independent accountants 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 Buyer in its efforts to arrange the independent engineer Acquisition Financing (provided no fees or expenses of such accountants incurred for the purpose will be included in the Expense Amount), including to provide any customary comfort letter and any rating agencies or credit enhancement entities associated consent with a Financing; (f) at Owner’s request, shall reasonably cooperate respect to the financial statements in connection with tax-exempt the Acquisition 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 opinionsrequested by Buyer.

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) Prior to the Closing Date, the Company agrees to use reasonable best efforts to provide, and shall cooperate with Owner cause its Subsidiaries and its and their respective officers, directors and employees to use, reasonable best efforts to provide and shall use its reasonable best efforts to direct its and their respective Representatives to provide, in each case at Parent’s and Merger Sub’s sole expense, such cooperation as may be reasonably requested by Parent or Merger Sub 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 Commitment Letter, O&M Contractor: including using reasonable best efforts to: (ai) shall execute furnish to Parent as promptly as reasonably practicable any information and documentation regarding the Company and its Subsidiaries by Parent to the extent that such typical documents as an operations information is required or reasonably necessary and maintenance contractor executes in a project finance transaction or as Owner reasonably requests customarily provided for non-syndicated debt financings by direct lenders of the type contemplated in connection with obtaining the Debt Commitment Letter; including but not limited to the financial and maintaining other information required to be delivered to satisfy the condition precedent set forth in paragraph 4 of Exhibit C of each Debt Commitment Letter and any Financinghistorical financial information or other data that is reasonably available to and prepared in the ordinary course of business of the Company regarding the Company and its Subsidiaries reasonably required or requested in connection with the preparation of the pro forma financial statements required to be delivered to satisfy the condition precedent in paragraph 5 of Exhibit C of the Debt Commitment Letter; (ii) upon reasonable prior notice, and at reasonable times and locations to be mutually agreed, cause members of management of the Company to participate with Parent and Merger Sub in a reasonable number of meetings, presentations and diligence sessions with prospective lenders, and sessions with the ratings agencies, and otherwise reasonably cooperate with Parent’s or Merger Sub’s marketing efforts, in any such case to the extent required or reasonably necessary or customary for non-syndicated debt financings by direct lenders of the type contemplated in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter; (iii) cause members of management of the Company to reasonably assist Parent, Merger Sub and the Debt Financing Sources in their preparation of (A) any bank information memoranda and related lender presentations, and (B) materials for rating agency presentations, in each case, to the extent customary for non-syndicated debt financings by direct lenders of the type contemplated in connection with the Debt Commitment Letter; (iv) provide Parent all customary documentation and other customary information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Parent at least ten (10) Business Days prior to the Closing Date and that is required in connection with the Debt Financing by U.S. and foreign regulatory authorities under applicable “know-your-customer”, anti-money laundering rules and regulations and similar regulations under applicable foreign jurisdictions, including the Patriot Act, and that are required by paragraph 7 of Exhibit C of each Debt Commitment Letter, including if the Company qualifies as a consent “legal entity customer” under 31 C.F.R. § 1010.230, a beneficial ownership certification; (v) execute and deliver any customary pledge and security documents (and facilitate the pledging of collateral and the granting of security interests and the perfection thereof in such collateral) and other definitive financing documents, assist with the preparation of any schedules, exhibits or annexes thereto (including with respect to assignment a customary perfection certificate) or other certificates or documents solely with respect to information regarding the Company and its Subsidiaries, and as may be required or requested by Parent in connection with the satisfaction of a Financing Condition to the Debt Financing (provided that (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing (other than with respect to the authorization letters as set forth in clause (vii) below), (B) the effectiveness thereof (other than with respect to the authorization letters as set forth in clause (vii) below) shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no liability shall be imposed on the Company, any certifications of its Subsidiaries or any of their respective officers, directors or employees involved prior to the Closing); and (vi) obtain customary payoff letters (including those set forth in Section 6.17 below, relating to the repayment of any existing third party indebtedness for borrowed money required by the Debt Commitment Letter (as of the date hereof) to be repaid on or concurrently with the Closing and, upon repayment of such indebtedness, termination of any related Liens securing any such obligations to be repaid and providing any necessary notices to allow for the payoff, discharge and termination in full at the Closing of any such indebtedness. (b) Notwithstanding anything to the contrary in this Section 6.16 (but without limiting the specific obligations of the Company or its Subsidiaries pursuant to clause (a)(i) above), nothing will require the Company or its Subsidiaries to provide (or be deemed to require the Company or the Subsidiaries to prepare or assist in the preparation of), in each case prior to the Closing, any (1) pro forma financial statements, projections or other prospective information; (2) description of all or any portion of the Financing and other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information; or (5) financial statements that are not otherwise required to be filed with the SEC by the Company (“Excluded Information”). (c) Notwithstanding anything herein to the contrary, (i) such requested cooperation shall not (A) unreasonably disrupt or interfere with the business or the operations of the Company or its Subsidiaries, or (B) cause significant competitive harm to the Company or its Subsidiaries, if the transactions contemplated by this Agreement are not consummated, (ii) nothing in this Section 6.16 shall require cooperation to the extent that it would (A) subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal liability prior to the Closing, (B) reasonably be expected to (x) conflict with, or violate, the Company’s and/or any of its Subsidiaries’ organization documents or any Law, or (y) result in the breach of, or default under, any Material Contract to which the Company or any of its Subsidiaries is a party, (C) require any action that would reasonably be expected to cause any condition to the Closing set forth in Article VII to not be satisfied or (D) require any action that would reasonably be expected to cause any breach of this Agreement, (iii) neither the Company nor any Subsidiary thereof shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation in connection with the financings contemplated by the Commitment Letters, the Definitive Financing Agreements or the Financing or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense (unless required to be paid or reimbursed by the Company pursuant to this Agreement) or to make any other payment or agree to provide any indemnity in connection with the Commitment Letters, the Definitive Financing Agreements, the Financing or any information utilized in connection therewith, in each case prior to the Closing, (B) prepare, execute, deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where the Company reasonably determines that such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege or contravene any Law or material Contract with a third party to which the Company or any of its Subsidiaries is a party, or (D) waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party, (iv) none of the Company’ directors shall be required to adopt any resolutions or take any other actions approving the agreements, documents, certificates and instruments pursuant to which the Financing is obtained, including any Definitive Financing Agreement (other than resolutions and consents authorizing the officers and employees of the Company and its Subsidiaries to take such actions as are necessary to comply with the obligations of the Company and its Subsidiaries herein (including, for the avoidance of doubt, the obligation to deliver the authorization letters referred to in clause (a)(vii) above), the effectiveness of which is not contingent upon the Closing, and (v) none of the Company, its Subsidiaries or their respective directors, managers, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, certificate, document or instrument, or agree to change or modify any existing agreement, document, certificate or instrument, including any Definitive Financing Agreement, with respect to the Financing in form and substance reasonably acceptable that is not contingent upon the Closing or that would be effective prior to O&M Contractor, Owner the Closing Date and the Project Lenderdirectors and managers of the Subsidiaries of the Company shall not be required to adopt resolutions approving the agreements, certificates, documents and instruments pursuant to which the Financing is obtained unless Parent shall have determined that such directors and managers are to remain as directors and managers of the Subsidiaries on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing. The Company hereby consents to the use of logos of the business in connection with the Debt Financing contemplated by the Debt Commitment Letter so long as such logos are used solely in (i) a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; and (bii) shall deliver to Owner and the Project Lender information customarily provided are used solely in connection with a project financing description of the Company, its business and products or the Merger (including in format and content mutually acceptable connection with any marketing materials related 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; Debt Financing). (d) hereby authorizes Owner Parent shall indemnify, defend and hold harmless each of the Company, its Subsidiaries and Affiliates and their respective partners, officers, directors, employees, accountants, legal counsel and other Representatives from and against any and all liabilities, losses, (excluding lost profits and losses from any consequential, indirect, special or punitive damages (as opposed to direct or actual damages)) damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing and the performance of their respective obligations under this Section 6.16 except to the extent such liabilities or losses arose as a result of any documents, materials or other information provided by the Company, its Subsidiaries and Affiliates and their respective partners, officers, directors, employees, accountants, legal counsel and other Representatives or the gross negligence, fraud or willful misconduct of any of the Company, its Subsidiaries and Affiliates and their respective partners, officers, directors, employees, accountants, legal counsel and other Representatives. Parent shall, promptly upon written request by the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Company or its Subsidiaries (iincluding those of its Affiliates and Representatives) provide in connection with the cooperation required by this Agreement to potential Project Lenders (subject to Section 17.5)6.16; provided, that the Company, and not Parent, shall be responsible for (iix) include a description fees payable to existing legal, financial or other advisors of the material Company and its Subsidiaries with respect to services provided prior to the Closing, (y) any ordinary course amounts payable to existing employees of, or consultants to, the Company or its Subsidiaries with respect to services provided prior to the Closing and (z) any amounts that would have been incurred in connection with the transactions contemplated hereby regardless of the Financing (including the preparation and/or delivery of financial information, payoff letters and Lien releases). Parent’s obligations pursuant to this Section 6.16(d) are referred to collectively as the “Reimbursement Obligations.” (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 6.16 represent the sole obligation of the Company, its Subsidiaries and other Affiliates, and their respective partners, officers, directors, employees, accountants, legal counsel and other Representatives with respect to cooperation in connection with the arrangement of the Financing and no other provision of this Agreement in any offering circular (including the Exhibits and Schedules hereto) shall be deemed to expand 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 modify 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; obligations. (f) at OwnerTo the extent that this Section 6.16 requires the Company’s requestand its Subsidiaries’ cooperation with respect to any of the obligations under the Debt Commitment Letter or relating to the Debt Financing, the Company and its Subsidiaries shall reasonably cooperate be deemed to have complied with this Section 6.16 if the Company and its Subsidiaries have provided Parent and Merger Sub with the assistance required under this Section 6.16 with respect to the Debt Commitment Letter (as in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes effect on the Project date of this Agreement), the Debt Financing contemplated thereby and any Alternative Financing Commitment Letter or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and Alternative Financing contemplated thereby. (g) shall provide Owner Notwithstanding anything to the contrary herein, it is understood and agreed that 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 Contractorcondition precedent set forth in Section 7.2(b), as Owner or any Project Lender may reasonably request applied to the Company’s obligations under this Section 6.16, shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of a failure of a Financing Condition set forth in connection with obtaining and maintaining the Financing, provided Debt Commitment Letter that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsis a direct result of the Company’s Willful Breach of its obligations under this Section 6.16.

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) Subject to Section 5.4(b), each of the Parties shall, and shall execute cause its Subsidiaries and New Parent to, and shall use its commercially reasonable efforts to have its and their Representatives, 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, including a consent to assignment and any certifications and opinions required with respect cooperation 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 other Party 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 Party may reasonably request in connection with the arrangements by such other Party to obtain new or amend any existing credit facilities, issue securities publicly or privately, waive or amend the terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof (provided that: (A) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably interfere with the ongoing operations of the cooperating Party and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of their obligations hereunder; (C) other than in respect of indemnification as set out below, the cooperating Party shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to such cooperating Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Sections 5.1 and 5.2), including one or more of the following cooperative actions as so requested: (i) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (ii) furnishing the other Party and its proposed lenders or underwriters with such financial and other pertinent information regarding itself as may be reasonably requested by the other Party; (iii) assisting the other Party and its lenders or underwriters (upon delivering a signed non-disclosure undertakings in customary form, where applicable) in the preparation of, and providing the other Party a written authorization for the release of information in, (i) necessary, customary or advisable offering materials (including prospectuses, offering memoranda, and road show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement and (ii) necessary, customary or advisable materials for rating agency presentations; (iv) cooperating with the other Party in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such Financing Matter; (v) using its commercially reasonable efforts to obtain customary accountants’ comfort letters, legal opinions and other documentation and items relating to such Financing Matter as reasonably requested by the other Party and, if requested by the other Party, to cooperate with and assist it in obtaining such documentation and maintaining items; (vi) using its commercially reasonable efforts to provide (i) quarterly financial statements as soon as possible and in no event later than 45 days after the Financingend of each fiscal quarter (other than the fourth quarter) and (ii) annual financial statements prepared in accordance with Canadian GAAP, including an auditors’ report thereon, as soon as possible and in no event later than 90 days after the end of the fiscal year, in each case prior to the Effective Date; (vii) executing and delivering any certificates, legal opinions or documents, as may be reasonably requested by the other Party (including a certificate of the Chief Financial Officer of the cooperating Party or any of its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such Financing Matter); (viii) using its commercially reasonable efforts to take actions necessary to (i) permit the proposed lenders or underwriters to evaluate its and its Subsidiaries’ 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 (ii) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing, provided that, in connection with any financing by a Party, no right of any lender in respect of the other Party, nor obligations of such other Party or any of its Subsidiaries, thereunder shall be effective until the Effective Time; and (ix) taking all corporate actions requested by the other Party that Owner are necessary or customary to permit the consummation of such Financing Matter. (b) Notwithstanding Section 5.4(a), neither Party, nor any of its Subsidiaries shall reimburse O&M Contractor be required by the other Party to (i) pay any commitment, consent or other similar fee or incur any other liability (other than indemnity as described below) in connection with any such financing prior to the Effective Time, (ii) take any action or do anything that would (A) contravene any applicable Law, (B) contravene any of its or any of its Subsidiaries’ agreements that relates to borrowed money or (C) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6, (iii) commit to take any action (other than indemnity as described below) that is not contingent on the consummation of the transactions contemplated by this Agreement at the Effective Time, or (iv) except as required to comply with applicable Laws, disclose any information that in the reasonable judgment of such Party would result in the disclosure of any trade secrets or similar information or violate any obligations of such Party or any other Person with respect to confidentiality. (c) Each Party agrees to indemnify and save harmless the other Party and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with any actions or omissions by any of them in connection with any request by the requesting Party made pursuant to this Section 5.4 and for any thirdalleged misstatement or omission in any information provided by the indemnifying Party hereunder at the request of the requesting Party (other than historical factual information to the extent prepared by the requesting Party and relating to the requesting Party and its Subsidiaries) except that such Party shall not be liable in any such case to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties arise out of the negligence or willful misconduct of the other Party. Each Party shall promptly upon request by the other Party and from time to time reimburse the cooperating Party and its Subsidiaries for all reasonable out-party expense reasonably of-pocket costs (including legal fees) incurred by the cooperating Party or its Subsidiaries and their Representatives in providing such opinionsconnection with any of the actions contemplated by this Section 5.4, including, if this Agreement is terminated by the cooperating Party (other than pursuant to Section 8.1(f) or Section 8.1(g)) in accordance with its terms, in connection with any unwinding or similar transactions by the cooperating Party or its Subsidiaries required as a result of actions taken pursuant to this Section 5.4.

Financing Assistance. O&M Contractor shall cooperate with Owner (a) Following the execution of this Agreement, and prior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries to, at the sole expense of Buyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and other representatives to provide such cooperation) as may be reasonably requested by Buyer from time to time in connection with Owner’s efforts to obtain and maintain any the arrangement of the Financing. Without limiting the generality of the foregoingforegoing sentence, O&M Contractorprior to the Closing, ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and its Subsidiaries, at the sole expense of Buyer, to: (ai) shall execute such typical as promptly as reasonably practicable provide information (other than financial information) relating to the Acquired Business to the Financing Sources (including information relating to the Acquired Business to be used in the preparation of an information package regarding the business and operations of Buyer and the Acquired Business customary or reasonably necessary for the completion of the Financing) to the extent reasonably requested by Buyer to prepare customary offering or information documents to be used for the completion of the Financing, (ii) provide (x) the Required JV Financial Information (to the extent not already in the possession of Buyer or any of its Affiliates (other than the JV and its Subsidiaries)) and (y) the Required Xxxxxx International Business Financial Information, in each case, that is Compliant, (iii) cooperate with the marketing efforts of Buyer and the Financing Sources, (iv) reasonably assist Buyer in its preparation of customary offering memoranda, rating agency presentations, lender presentations, private placement memoranda, prospectuses and other similar documents (including reasonably assisting in the preparation of pro forma financial statements to be included in the foregoing), (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Acquired Business, in each case, as an operations and maintenance contractor executes in a project finance transaction may be reasonably requested by Buyer, or as Owner reasonably requests may be requested by the SEC in connection with obtaining and maintaining any the completion of the Financing, including a consent (vi) obtain any necessary consents from Xxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC and (vii) provide customary authorization letters to assignment and the Financing Sources authorizing the distribution of information relating to the Acquired Business to prospective lenders or investors. Notwithstanding the foregoing, (1) other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any certifications and opinions of their respective Affiliates shall be required to pay any commitment or other similar fee, (2) none of the JV, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of the preceding sentence) and (3) nothing shall obligate ABI, Xxxxxx Parent or any of their respective Affiliates to provide 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 form a violation of material Law or a Governmental Order of any material Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Buyer shall, promptly upon request by ABI or Xxxxxx Parent, as applicable, reimburse ABI, Xxxxxx Parent and substance their respective Affiliates for all documented out-of-pocket costs and expenses incurred by such Person in satisfying its obligations under this Section 5.11(a). ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent to consent to the use of all logos of Xxxxxx Parent and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably acceptable likely to O&M Contractor, Owner and harm or disparage Xxxxxx Parent or any of its Subsidiaries or the Project Lender; reputation or goodwill of Xxxxxx Parent or any of its Subsidiaries. (b) shall deliver If (i) (x) Xxxxxx Parent has not provided the Required Xxxxxx International Business Financial Information on or before March 15, 2016 (the “Financial Statement Deadline”) or (y) such Required Xxxxxx International Business Financial Information is not Compliant as of the date on which such Required Xxxxxx International Business Financial Information is first delivered by Xxxxxx Parent (the “Initial Delivery Date”) or (ii) such Required Xxxxxx International Business Financial Information is not Compliant at any time during a period when securities are proposed to Owner and the Project Lender information customarily provided be marketed in connection with the Financing if such offering would be consummated after the Financial Statement Deadline (such period, the “Offering Period”), then Buyer shall have the option, within three Business Days following, in the case of clause (i) above, the later of (x) the Financial Statement Deadline and (y) the expiration of the Cure Period, and, in the case of clause (ii) above, the later of (x) delivery of notice by Buyer to ABI that such Required Xxxxxx International Business Financial Information is not Compliant during the applicable Offering Period and (y) the expiration of the Cure Period, to deliver a project financing written irrevocable notice to ABI electing not to acquire the Transferred Assets; provided that if ABI shall in format good faith reasonably believe that Xxxxxx Parent has provided the Required Xxxxxx International Business Financial Information and content mutually acceptable such Required Xxxxxx International Business Financial Information is Compliant, it may deliver to Buyer a written notice to that effect (stating when it believes it completed such delivery), in which case ABI shall be deemed to have complied with Section 5.11(a)(ii)(y) above with respect to such Required Xxxxxx International Business Financial Information unless Buyer in good faith reasonably believes that Xxxxxx Parent has not completed the delivery of such Required Xxxxxx International Business Financial Information or that such Required Xxxxxx International Business Financial Information is not Compliant and, within three Business Days after the delivery of such notice by ABI, delivers a written notice to ABI to that effect (stating with specificity which Required Xxxxxx International Business Financial Information ABI has not delivered or is not Compliant), in which case, ABI shall have an opportunity to cure any such failure to deliver or be Compliant during the period from delivery of such notice until five Business Days after the later of (A) the date of such notice and (B) the Financial Statement Deadline (the “Cure Period”). Upon receipt by ABI of a properly delivered notice electing not to acquire the Transferred Assets in accordance with the procedures set forth in the immediately preceding sentence, this Agreement shall be automatically amended (without any required action on the part of any party hereto) to implement the modifications set forth in Schedule 6. For purposes of this Section 5.11(b), (1) all references to the Parties regarding Closing Date in the financial capability of O&M Contractor and shall facilitate reasonable inspections definition of the Site; term “Required Xxxxxx International Business Financial Information” shall be deemed to be references to the Initial Delivery Date, (2) the requirements set forth in clauses (b) and (c) shallof the definition of the term “Compliant” shall only apply for purposes of determining whether the Required Xxxxxx International Business Financial Information is Compliant as of the Initial Delivery Date (and not, at Owner’s reasonable requestfor the avoidance of doubt, attend and participate in presentations to actual and potential Project Lenders; (dfor purposes of determining whether the Required Xxxxxx International Business Financial Information is Compliant as of any time during the Offering Period) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii3) include the fact that any such Required Xxxxxx International Business Financial Information subsequently becomes stale shall not, in and of itself, constitute a description failure of such Required Xxxxxx International Business Financial Information to be Compliant for purposes of clause (a) of the material provisions definition thereof. (c) As soon as reasonably practicable following the Closing, ABI shall and shall cause each of this Agreement its Subsidiaries (including Xxxxxx Parent and its Subsidiaries) to provide the Required Xxxxxx International Business Financial Information (to the extent not previously provided to Buyer hereunder or already in the possession of Buyer or any offering circular or document required for of its Affiliates) and all such other financial information regarding 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 Xxxxxx International Business as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, Buyer shall reasonably cooperate with the independent engineer request and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate which is necessary in connection with tax-exempt Financing or any Financing or other arrangements effected filings required to reduce taxes on be made by Buyer pursuant to the Project Securities Act of 1933 (including any registration statement thereunder) 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 Securities Exchange Act 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 opinions1934.

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 its Subsidiaries to, provide 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 foregoing, O&M Contractor: Alternative Financing (a) shall execute provided that such typical documents as an requested cooperation does not unreasonably interfere with the operations of the Company and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financingits Subsidiaries), 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 efforts to (i) provide as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions with the Financing Sources and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Alternative Financing, (iii) to the 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 Alternative Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Alternative Financing, if applicable and as may be reasonably requested by Parent, provided that no such definitive documents in this Agreement clause (iii) shall be effective until the Effective Time, (iv) using commercially reasonable efforts to potential Project Lenders obtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources, (subject v) arranging for customary payoff letters, lien terminations and instruments of discharge to Section 17.5)be delivered at or prior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (iivi) include a description furnish all documentation and other information required by Governmental Authorities 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 Alternative Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the material Confidentiality Agreement. 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 6.08 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 taxany Alternative 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, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time. (b) Parent shall promptly, upon the termination of this agreement, reimburse the Company for all reasonable and documented out-exempt Financing 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 6.08 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Alternative Financing and any information used in connection therewith (except with respect to any information provided by or other arrangements effected on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. (c) The Company shall use reasonable best efforts to reduce taxes on the Project or the work, which cooperation shall not includetake, or cause to be considered taken, all actions and to do, or deemed cause to bebe done (in each case, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the executionsubject to applicable laws), delivery and validity of this Agreement, absence of conflictsall things necessary to ensure, and the legal status Company shall deliver to Parent written evidence, that at the Closing, the aggregate amount of O&M Contractor, as Owner Available Cash shall equal or any Project Lender may reasonably request in connection with obtaining and maintaining exceed the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsRMB equivalent of US$61,000,000.

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 (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 continue to be obligated, until such time as the Agreement is terminated in accordance 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. (b) Parent shall promptly reimburse O&M Contractor the Company for any third-party expense reasonably reasonable and documented costs and expenses (including legal expenses but excluding costs of the Company’s preparation of financial information and financial statements in connection with its compliance with its periodic reporting obligations under the Exchange Act or otherwise in the ordinary course of business) incurred by the Company, its Subsidiaries and their respective Representatives (including reasonable attorneys’ and accountants’ fees) in providing such opinionsconnection with any action taken (or not taken) in compliance with Section 5.20(a). Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective directors or members of the applicable governing body and Representatives from any and all liabilities or losses, damages, fines, amounts paid in settlement, costs or expenses arising out of or relating to any action taken (or not taken) in compliance with Section 5.20(a) (other than to the extent any of the foregoing are incurred as a result of gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective 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) Subject to Section 5.9(b), each of the Parties shall execute use commercially reasonable efforts to provide and cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to have its and their Representatives 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, including a consent to assignment and any certifications and opinions required with respect cooperation 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 other Party 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 Party may reasonably request in connection with obtaining the arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any existing credit facilities, redeem, repay or repurchase existing debt securities (and/or defease or satisfy and maintaining discharge related indentures), issue securities publicly or privately, or waive or amend the Financingterms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the terms hereof, provided that: (A) to the extent reasonably practicable, such request is made on reasonable notice; (B) cooperation does not unreasonably interfere with the ongoing operations of the cooperating Party and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of their obligations hereunder; (C) other than in respect of indemnification as set out below, the cooperating Party shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that Owner shall reimburse O&M Contractor involves any binding commitment by the cooperating Party or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to such cooperating Party or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested: (i) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions, at mutually agreeable dates and times, including sessions with prospective banks, lenders, underwriters, initial purchasers and other financing sources; (ii) furnishing the other Party and its proposed lenders or underwriters (upon delivering signed non-disclosure undertakings in customary form, where applicable), as soon as reasonably practicable, with such financial and other pertinent information regarding itself as may be reasonably requested by the other Party or its financing sources or otherwise customarily included in offering documents and materials in offerings of debt securities or syndications of bank financings; (iii) cooperating with reasonable and customary due diligence by potential banks, lenders, underwriters, initial purchasers or other financing sources, and counsel for any third-party expense reasonably incurred of the foregoing, at mutually agreeable dates and times; (iv) assisting the other Party and its banks, lenders, underwriters, initial purchasers or other financing sources (upon delivering signed non- disclosure undertakings in customary form, where applicable) in the preparation of, and providing such opinions.the other Party a written authorization for the release of information in, (i) necessary, customary or advisable offering materials (including prospectuses, offering memoranda, private placement memoranda, confidential information memoranda, investor presentations and road show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement and

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to provide such cooperation that is customary as may be reasonably requested by Parent to assist Parent in arranging, obtaining or syndicating the debt financing provided by the Bridge Facility Agreement (or any financing intended to replace or refinance the debt financing provided by the Bridge Facility Agreement) or any other third party debt financing necessary or incurred by Parent, any wholly owned Subsidiary of Parent or any Merger Sub to consummate the transactions contemplated hereby (the “Debt Financing”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries or require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement), including using commercially reasonable efforts to: (i) reasonably cooperate with Owner the customary marketing efforts or due diligence efforts of Parent in connection with Owner’s efforts to obtain and maintain all or any Financing. Without limiting the generality portion of the foregoingDebt Financing, O&M Contractor: (a) shall execute such typical documents as an operations including making available members of the management team with appropriate seniority and maintenance contractor executes expertise to assist in preparation for and to participate in a project finance transaction or as Owner reasonably requests mutually agreed number (on reasonable notice) of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with proposed lenders, underwriters, initial purchasers, placement agents, investors and rating agencies, (ii) on reasonable notice comment on customary offering memoranda, rating agency presentations, bank information memoranda, lender and investor presentations, road show materials, confidential information memoranda, registration statements, prospectuses, prospectus supplements, private placement memoranda, and similar documents customarily required in connection with obtaining and maintaining any the Debt Financing, including a consent the marketing and syndication thereof, (iii) cause the Company’s independent accountants and/or auditors to assignment and any certifications and opinions required provide customary cooperation with respect the Debt Financing, (iv) (I) to the extent customary for Parent to prepare marketing materials for any Debt Financing in form and substance reasonably acceptable to O&M Contractorof the applicable type, Owner furnish Parent and the Project Lender; applicable Financing Sources with (bA) shall deliver audited consolidated balance sheets and related audited statements of operations, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than sixty (60) days prior to Owner the Closing Date, (B) unaudited consolidated balance sheets and related unaudited consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows of the Project Lender Company for each subsequent interim quarterly period ended more than 40 days prior to the Closing Date, in the case of each of clauses (I)(A) and (I)(B), prepared in accordance with GAAP, and (C) if the Parent is pursuing a registered public offering of debt securities and has notified the Company of such election, such other historical financial and other information customarily provided of the type required by Regulation S-X and Regulation S-K under the 1933 Act in each case that is customary for such offering or as otherwise necessary to permit the Company’s independent accountants and/or auditors to issue customary “comfort letters” to Parent’s Financing Sources in connection with a project financing such offering, including as to customary negative assurances required to consummate such offering (it being understood that the Company need only to provide information to assist the Parent in format and content mutually acceptable to the Parties regarding the preparation of pro forma financial capability of O&M Contractor information, and shall facilitate reasonable inspections of the Site; (c) shallnot in any event be required to provide pro forma financial statements, 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 17.5projections or pro forma adjustments), and (iiII) include a description furnish Parent and its Financing Sources with such other customary information relating to the Company and its Subsidiaries that is reasonably requested by Parent and is customarily required in marketing materials for Debt Financings 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 opinionsapplicable type.

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; providers of the Debt Financing.”. (dkk) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.55(u), Section 12(d)(ii) and (iiSection 12(d)(iv) 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 EPCA are hereby amended by deleting such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate section and replacing it with the independent engineer word “[Reserved].”. (ll) Section 5(w) of the EPCA is hereby amended and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate restated 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, its entirety 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.follows:

Financing Assistance. O&M Contractor shall cooperate with Owner in connection with Owner’s (a) The Company will, and will cause its Subsidiaries and its Representatives to, at the expense of Parent, use its and their reasonable best efforts to obtain provide such cooperation as may be reasonably requested by Parent, to assist Parent in arranging, obtaining or syndicating the Debt Financing, the Alternative Financing or any debt or equity financing undertaken in any form in replacement of all or any portion of such Debt Financing or Alternative Financing or otherwise for the purposes of financing the Merger Consideration and maintain any Financingthe other Required Payments. Without limiting the generality of the foregoing, O&M Contractor: upon the reasonable request by Parent, the Company will and will cause its Subsidiaries and its Representatives to use its and their reasonable best efforts to: (ai) shall execute as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial condition, financial projections and prospects of Parent and the Company customary for the completion of such typical financing) to the extent reasonably requested by Parent or the Financing Sources to prepare customary offering or information documents as an operations to be used for the completion of the Debt Financing, including participation in any drafting sessions; (ii) reasonably cooperate and maintenance contractor executes assist with the due diligence, ratings agency process and marketing efforts of Parent, its Representatives and the Financing Sources, including participation by officers and other representatives, with appropriate seniority and expertise, in a project finance transaction reasonable number of investor meetings, presentations, sessions with ratings agencies, due diligence sessions and road shows, at times and at locations reasonably requested by Parent and upon reasonable advance notice; (iii) reasonably assist in preparing customary prospectuses, offering memoranda, confidential information memoranda, rating agency presentations, lender presentations, financial statements, private placement memoranda, prospectuses, filings with the SEC and other similar documents, including delivery of and consenting to the inclusion or incorporation in any SEC filing related to the Debt Financing or the Alternative Financing of (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 75 days prior to the Closing Date (and internal control reports and audit reports for such financial statements, which will not be subject to any “going concern” qualifications), (B) unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date, and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements required or customary for the Debt Financing and a securities offering contemplated by the Debt Financing or the Alternative Financing; (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including Representatives of the Company and its Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, the Financing Sources or as Owner reasonably requests may be requested by the SEC in connection with the completion of the Debt Financing or Alternative Financing; (v) reasonably facilitate the pledge of collateral required under the Debt Commitment Letter to be delivered and become effective at the Closing as may be reasonably requested by Parent (it being acknowledged that no such pledge may become effective other than concurrently with the Closing Date and the termination of certain of the Company’s existing financing arrangements), and assisting Parent, the Financing Sources and their respective Representatives in obtaining customary payoff letters, Lien releases, instruments of termination or discharge (in each case only to the extent such Indebtedness is required to be repaid in full on the Closing Date or in respect of which a default or event of default would arise as a result of the consummation of the transactions contemplated hereunder) and maintaining in each case to be effective upon receipt in cash of the payoff amount; (vi) obtain any necessary consents from the Company’s independent public accounting firm in connection with the Debt Financing or the Alternative Financing; (vii) in connection with any securities offering contemplated as part of the Debt Financing or the Alternative Financing, including a (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to consent to assignment and any certifications and opinions required the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.11(a)(iii) in any filing or registration statement with the SEC or any prospectus, offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, and (C) cause the Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in any accounting due diligence sessions; (viii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors; (ix) provide or cause to be provided any customary certificates or opinions as may reasonably be requested in form and substance reasonably acceptable to O&M Contractor, Owner connection with the Debt Financing and the Project LenderAlternative Financing; and (x) provide all reasonably available information about the Company and its Subsidiaries to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including under the USA PATRIOT Act of 2001. (b) shall deliver Notwithstanding Section 6.11(a), (i) neither the Company nor any of its Subsidiaries will be required to Owner and pay any commitment or other similar fee or incur, prior to the Project Lender information customarily provided Closing, any other liability or obligation 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) shallDebt Financing, 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 none of the material provisions Company, its Subsidiaries or their respective officers, directors, employees or advisors will be required to execute or enter into or perform any agreement (including any opinion, solvency certificate or other deliverable) with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by Section 6.11(a)(vii)) and the boards of this Agreement in directors or other equivalent governing bodies of the Company, Parent, Merger Sub or the Surviving Corporation will not be required to enter into or provide any offering circular resolutions, consents, approvals or document other closing arrangements on behalf of the Company and its Subsidiaries as may be required for by the Financing and/orSources pursuant to the Debt Commitment Letter that are effective prior to the Closing, if (iii) nothing herein will obligate 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 of its Subsidiaries to provide or other arrangements effected cause to reduce taxes be provided any information or take or cause to be taken any action to the extent it would result in a violation of applicable Law or such Person’s respective organizational documents, loss of any legal privilege or a default, event of default, or acceleration under, or termination of any Contract in effect 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 date of this Agreement, absence of conflicts, and (iv) nothing herein will obligate the legal status of O&M Contractor, as Owner Company or any Project Lender may reasonably of its Subsidiaries to take any action that would (x) unreasonably interfere with the ongoing operations of the Company or its Subsidiaries or (y) cause any condition to the Closing set forth herein to not be satisfied or otherwise cause any breach of this Agreement. Parent will, promptly upon request by the 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 Section 6.11. (c) Parent will indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with obtaining and maintaining the Financing, or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent or its Subsidiaries or any assistance or activities provided in connection therewith; provided that Owner shall reimburse O&M Contractor for Parent will have no obligation to indemnify or hold harmless any thirdsuch Person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties are suffered or incurred as a result of the gross negligence, willful misconduct or fraud of the Company as determined by a court of competent jurisdiction in a final non-party expense reasonably incurred in providing such opinionsappealable verdict. (d) In no event will the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Debt Commitment Letter) by or to Parent or any other financing transaction be a condition to any of the obligations of Parent 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 (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) Prior to the Closing, the Company shall execute use reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “Company Representatives”) to, at Parent’s sole cost and expense, provide such typical documents as an operations reasonable cooperation that is reasonably necessary and maintenance contractor executes customary and reasonably requested by Parent to assist Parent in a project finance transaction or as Owner reasonably requests the arrangement of any bank financing and/or bond offerings for the purpose of financing the Merger, the fees and expenses incurred in connection with obtaining therewith and maintaining any Financingthe other Transactions, including a consent to assignment and any certifications and opinions required with respect to repayment or refinancing of debt contemplated by this Agreement (the Financing in form and substance reasonably acceptable to O&M Contractor“Debt Financing”), 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 such pertinent and customary financial and operating information regarding the Company as may be reasonably requested by Parent in connection with the Debt Financing; provided that (I) the Company shall only be obligated to deliver such information to the extent such information may be obtained from the books and records of the Company and (II) the Company shall not be obligated to furnish any Excluded Information and (ii) upon reasonable prior notice, assist with the preparation of materials for lender or investor presentations, bank information memoranda, prospectuses or offering memoranda and similar marketing or syndication documents required or to be used in connection with the Debt Financing; provided that any such presentation, prospectus, memorandum or document that includes disclosure and financial statements with respect to the Company shall only reflect the Surviving Corporation as the obligor(s) and no such presentations, prospectus, memorandum or document shall be required to be issued by the Company or its Subsidiaries. (b) Notwithstanding anything to the contrary in this Section 6.17, nothing will require the Company, its Subsidiaries or the Company Representatives to provide (or be deemed to require the Company to prepare) any (1) pro forma financial statements, projections or other prospective information; (2) description of all or any portion of the Financing or other information customarily provided by financing sources or their counsel; (3) risk factors relating to all or any component of the Financing; (4) “segment” financial information; or (5) other information required by Rules 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information with respect to a business to be acquired required by Item 402 of Regulation S-K under the Securities Act (“Excluded Information”). (c) Notwithstanding anything herein to the contrary, (i) such requested cooperation pursuant to this Section 6.17 shall not (A) unreasonably disrupt or interfere with the business or the operations of the Company or its Subsidiaries or (B) cause competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) nothing in this Section 6.17 shall require cooperation to the extent that it would (A) subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers, employees or Company Representatives to any actual or potential Project Lenders personal liability, (B) reasonably be expected to conflict with, or violate, the Company’s and/or any of its Subsidiaries’ organizational documents or any Law, or result in the contravention of, or violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party, (C) cause any condition to the Closing set forth in Sections 7.01 or 7.03 to not be satisfied or (D) cause any breach of this Agreement, (iii) neither the Company nor any Subsidiary thereof shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation in connection with any Debt Financing or the repayment or redemption of any indebtedness or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with the Debt Financing or the repayment of the indebtedness or any information utilized in connection therewith (it being understood and agreed that the Company and its Subsidiaries will issue any notices required to be issued pursuant to Section 6.16), (B) subject to Section 17.56.16, deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where the Company determines in good faith that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contract, or (D) waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is party and (iv) none of the Company or any of its Subsidiaries or their respective directors, officers or employees, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, with respect to the Debt Financing or, except with respect to notices issued pursuant to Section 6.16, the prepayment or redemption of any indebtedness, or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. (d) The Company hereby consents to the use of all logos of the Company and its Subsidiaries in connection with the Debt Financing so long as such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. Parent shall indemnify and hold harmless each of the Company, its Subsidiaries and their respective Company Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 6.17, except with respect to any actual and intentional fraud or willful and material breach by the Company or any of its Subsidiaries (as determined by a court of competent jurisdiction in a final and non-appealable order). Parent shall, promptly upon written request of the Company, reimburse the Company and the Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or the Subsidiaries (including those of their respective Company Representatives) in connection with the cooperation and assistance required by this Section 6.17. (e) Each of Parent and Merger Sub acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to the Closing, and (ii) include a description that none of Parent’s or Merger Sub’s respective obligations hereunder are conditioned in any manner upon Parent or Merger Sub obtaining financing in respect of the material Transactions. (f) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent, Merger Sub or any of their respective Representatives pursuant to this Section 6.17 shall be kept confidential in accordance with the Confidential Disclosure Agreement, it being understood and agreed that disclosure to Parent’s debt financing sources shall be permitted to the same extent as disclosure to the banks expressly named therein as Approved Financing Sources. (g) For the avoidance of doubt, the Parties hereto acknowledge and agree that the provisions contained in this Section 6.17 represent the sole obligation of the Company, its Subsidiaries, and their Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of the Financing or the repayment of the Funded Indebtedness and no other provision of this Agreement in any offering circular or document required for (including the Financing and/or, if the Financing must Exhibits and Schedules hereto) shall 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 expand 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 modify such opinionsobligations.

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 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 of its Subsidiaries shall be obligated to deliver any opinion in connection 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. (b) Parent shall, promptly upon request by the Company or promptly after termination of this Agreement, reimburse O&M Contractor the Company for any thirdall reasonable out-party expense reasonably of-pocket expenses and costs incurred in providing connection with the performance by the Company or other Persons with their respective obligations under this Section 7.19 and that Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective officers, directors, employees, Affiliates and/or agents from an against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with such opinionsobligations, in each case other than to the extent any of the foregoing (x) arises from the bad faith, gross negligence or intentional misconduct of, or breach of this Agreement by, the Company or any of its Subsidiaries or their respective officers, directors, employees, Affiliates and/or agents or (y) arises from or relates to information provided by or on behalf of the Company or any of its Subsidiaries or their respective officers, directors, employees, Affiliates and/or agents for use in connection with any financing. Notwithstanding anything to the contrary contained herein, Parent, Bid Sub and Merger Sub acknowledge and agree that the Company and its Subsidiaries shall not, prior to the Effective Time, be obligated to incur any liability or commitment to any Person under any financing or any cooperation provided by this Section 7.19. Notwithstanding anything in this Section 7.19 to the contrary, the condition set forth in clause (b) of Annex A as it applies to the Company’s obligations under this Section 7.19, shall be deemed satisfied unless there has occurred a knowing and willful material breach of its obligations under this Section 7.19.

Financing Assistance. O&M Contractor (a) During the period beginning on the date hereof and ending at the earlier of the Effective Time and the termination of this Agreement, the Company shall, and shall cause the Company Subsidiary to, use its reasonable best efforts to cause its and the Company Subsidiary’s Affiliates and Representatives to cooperate with Owner Parent and its Representatives in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality arrangement of the foregoingfinancings contemplated by the Financing Commitment, O&M Contractor: and any other financings undertaken by Parent or any of its Affiliates in substitution for or in addition thereto for the purpose of funding the Transactions (acollectively, the “Financing”), including: (i) shall execute such typical assisting Parent and its Representatives in the preparation of customary offering documents, private placement memoranda, bank information memoranda, prospectuses, materials for rating agency presentations, and similar documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining the Financing (including providing such information and maintaining any data in connection therewith as Parent or Merger Sub shall reasonably request), and providing reasonable and customary authorization letters to the arrangers, underwriters and placement agents containing customary representations and authorizing the distribution of the Required Information to prospective lenders, investors and other financing sources; (ii) participating in a reasonable number of customary meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management of the Company and the Company Subsidiary (or other employees with appropriate seniority or expertise) and Representatives of the Company with prospective lenders and investors in connection with the Financing, in each case at such times as coordinated reasonably in advance thereof; (iii) executing and delivering (or coordinating the execution and delivery of) any definitive financing documents in connection with the Financing reasonably requested by Parent (including those requested by Parent on behalf of a consent Debt Financing Source), including indentures and definitive credit agreement documents, pledge and security documents, guarantee and collateral documents, officer’s certificates (including certificates relating to assignment the solvency of the Company and to the consummation of the Transactions) and any certifications other documents facilitating the pledge of collateral, the guarantee of indebtedness and opinions the release of Liens; provided that, in each case, such documents shall be subject to the Closing and shall only be effective at or after the Effective Time; (iv) furnishing to the extent requested by Parent or Merger Sub (including if requested by Parent or Merger Sub on behalf of a Debt Financing Source) (A) all financial statements, financial data and audit reports, and other financial information and financial data regarding the Company and the Company Subsidiary (I) of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for offerings of debt securities on a registration statement on Form S-3 under the Securities Act, including all information required to be incorporated by reference therein, and (II) of the type and form customarily included in offering documents used for the syndication of credit facilities of the type to be included in the Financing or in offering documents used in connection private placements of debt securities under Rule 144A promulgated under the Securities Act (which, for the avoidance of doubt, shall not include information required by Rules 3-09, 3-10 or 3-16 under Regulation S-X), in each case, only to the extent the Financing is pursuant to a registered offering of debt securities, a syndication of credit facilities or a private placement of debt securities under Rule 144A, as the case may be, and (B) all information and data reasonably required by Parent and Merger Sub to prepare all pro forma financial statements required in connection with the Financing; provided that no such financial statements or other information shall be required to be provided with respect to the Company or the Company Subsidiary on an unconsolidated basis; (v) obtaining from the Company’s registered public accounting firm that has audited the Company’s most recent audited financial statements (A) customary comfort letters and consents required in connection with the Financing with respect to the financial information provided pursuant to clause (iv) of this Section 7.18(a) that is included in any private placement memorandum or other offering document for which such comfort is customarily required, including customary confirmations (in customary form and substance scope and delivered at such customary times) of such accountants that they are prepared to issue any such comfort letter or consent subject to the completion of its customary procedures relating thereto, and (B) obtaining customary legal opinions, in each case as reasonably acceptable requested by Parent (including those requested by Parent on behalf of a Debt Financing Source); (vi) cooperating with any and all due diligence investigations with respect to O&M Contractor, Owner the Company and the Project LenderCompany Subsidiary conducted by lead arrangers, underwriters or placement agents in connection with the Financing, including providing reasonable access to the properties, books and records, personnel and other information of the Company and the Company Subsidiary during normal business hours upon reasonable advance notice, and taking (subject to the Closing and only effective at or after the Effective Time) such corporate actions as may be reasonably requested by Parent (including those requested by Parent on behalf of a Debt Financing Source) to enable Parent and Merger Sub to effect the Financing; (vii) requesting customary payoff letters, Lien terminations and instruments of discharge to be delivered to allow for the payoff, discharge and termination in full on the Closing Date of all indebtedness and Liens in respect of indebtedness of the Company required to be repaid, discharged or terminated as of the Closing in accordance with the terms of the Financing; and (viii) furnishing all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (b) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Company Subsidiary shall deliver be required to Owner and the Project Lender information customarily provided pay any commitment or other similar fee, enter into any definitive agreement, or incur any other liability or obligation in connection with a project financing in format and content mutually acceptable the Financing prior to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; Effective Time. (c) shall, at Owner’s reasonable request, attend and participate in presentations The Company hereby consents 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 the use of the material provisions logos of the Company and the Company Subsidiary in connection with the Financing; provided that Parent and its Representatives comply with all reasonable instructions of the Company with respect to such use and cease any and all such use on the date of termination of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed event that this Agreement is terminated in accordance with Applicable LawArticle 9. (d) Parent shall indemnify and hold harmless the Company and the Company Subsidiary and their respective Affiliates (collectively, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement the “Financing Indemnitees”) from and against any and all losses suffered 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 incurred by them in connection with tax-exempt the arrangement of the Financing (other than arising from fraud, gross negligence, willful misconduct or intentional misrepresentation) and any Financing or information utilized in connection therewith (other arrangements effected to reduce taxes on than information provided by 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 Company and the Project Lenders with legal opinions Company Subsidiary). The obligations of counsel regarding Parent in the execution, delivery foregoing sentence shall survive the consummation of the Merger and validity any termination of this Agreement. After the Effective Time, absence this Section 7.18(d) only may be amended or waived in respect of conflicts, and any Financing Indemnitee with the legal status consent 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 opinionsFinancing Indemnitee.

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 FinancingSubject to Applicable Law, including a consent to assignment and any certifications and opinions required with respect prior to the Financing in form and substance reasonably acceptable to O&M ContractorClosing, 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 Company shall, and shall facilitate cause its Subsidiaries to, and shall use their reasonable inspections best efforts to cause its and their respective Representatives to, use its and their reasonable best efforts to provide such cooperation as may be reasonably requested by any member of the Site; Purchaser Group to assist Purchaser in arranging, obtaining or syndicating third party debt financing (cif any) shall, at Owner’s reasonable request, attend and participate in presentations of Purchaser or any wholly owned Subsidiary of Purchaser the proceeds of which are intended to actual and potential Project Lenders; be used to consummate the Transaction (dthe “Debt Financing”) hereby authorizes Owner provided that neither Company nor any of its Subsidiaries or their respective Representatives shall be required to (i) provide this Agreement take any actions that are not customary for the acquired company to potential Project Lenders (subject to Section 17.5)take in connection with financings of the type contemplated by Purchaser or otherwise reasonably requested by any Financing Party, and (ii) include prepare or provide any financial statements or other financial information other than financial statements or other financial information that are filed or required to be filed with the SEC (before giving effect to any grace periods, exemptive orders or other similar relief that would change the applicable due date) or to the extent such financial information is readily available to Company, (iii) provide any guarantees or grant any security interests on any of their equity interests or assets prior to the Effective Time, (iv) take any action that would reasonably be expected to give rise to a description breach of the material provisions of any representation and warranty or covenant in this Agreement or failure of any closing condition set forth in Article VIII to be satisfied, (v) incur any offering circular expense or document required for liability that is not promptly reimbursed by Purchaser upon written demand by Company and (vi) adopt resolutions or consents, or deliver any opinion of legal counsel, relating to the Debt Financing and/orprior to the Effective Time. (b) All confidential information provided by Company, if the Financing must its Subsidiaries and its and their respective Representatives shall be registered or otherwise disclosed kept confidential in accordance with Applicable Lawthe Confidentiality Agreement, except that Owner may, after consultation with O&M Contractor, file this Agreement Purchaser shall be permitted to disclose such information as an exhibit applicable to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer any number of Financing Parties as would be reasonable and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate customary in connection with taxthe Debt Financing; provided, that all confidential information shared with Financing Parties shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement. Purchaser shall indemnify and hold harmless Company and its Subsidiaries and its and their respective Representatives from and against any and all losses, claims, damages, liabilities, reasonable out-exempt Financing of-pocket costs, reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid 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 payable in connection with obtaining and maintaining or in respect of any thereof), including any VAT (but only to the Financingextent that such VAT is not recoverable by the indemnified party or by an Affiliate of such party), provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably suffered or incurred in providing connection with any action taken by Company, any of its Subsidiaries or any of its or their respective Representatives pursuant to this Section 6.7 (other than the use of any information provided by Company, any of its Subsidiaries or any of its or their respective Representatives in writing for use in connection with the Debt Financing) whether or not the Transaction is consummated or this Agreement is terminated, except in the event such opinionslosses, claims, damages, liabilities, reasonable out-of-pocket costs, reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and such VAT arise out of or result from the gross negligence or willful misconduct of Company or its Subsidiaries in fulfilling their obligations pursuant to this Section 6.7. (c) Anything to the contrary in this Agreement notwithstanding, the condition set forth in Section 8.2(a), as it applies to the obligations of Company under this Section 6.7, will be deemed to be satisfied unless the Debt Financing is not obtained and Company’s Willful Breach, if any, of its obligations under this Section 6.7 was the primary cause of the failure of the Debt Financing to be obtained.

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; time requested by Buyer. Seller and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the financing contemplated by the Commitment Letter, and Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Seller and its Representatives. (b) Buyer shall deliver to Owner indemnify and the Project Lender information customarily provided hold harmless Seller, its Subsidiaries and its and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them 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 arrangement of the Site; (cfinancing contemplated by the Commitment Letter and the performance of their respective obligations under Section 5.25(a) and any information utilized in connection therewith. Whether or not the Closing occurs, Buyer shall, at Owner’s promptly upon written request by Seller, reimburse Seller and its Subsidiaries for all reasonable requestand documented out-of-pocket costs and expenses incurred by Seller or its Subsidiaries (including those of its accountants, attend consultants, legal counsel, agents and participate in presentations to actual and potential Project Lenders; (dother Representatives) 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 opinionsrequired by Section 5.25(a).

Financing Assistance. O&M Contractor (1) The Company shall, and shall cooperate with Owner in connection with Owner’s cause its subsidiaries to, and use its reasonable best efforts to obtain have its and maintain any Financing. Without limiting the generality of the foregoingtheir Representatives to, O&M Contractor: (a) shall execute 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, including a consent to assignment and any certifications and opinions required with respect cooperation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with obtaining and maintaining the Financing, arrangements by the Purchaser to obtain the advance of the debt financing referred to in Section 5.2 as contemplated in the Commitment Letter (provided that Owner (i) to the extent reasonably practicable, such request is made on reasonable notice and reasonably in advance of the proposed commencement of the Marketing Period and/or the date that the Final Order is obtained by the Company, (ii) cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries or unreasonably interfere with or hinder or delay the performance by the Company or its subsidiaries of their obligations hereunder, and (iii) the Company shall reimburse O&M Contractor not be required to provide, or cause any subsidiaries to provide, cooperation that involves any binding commitment by the Company or any of its subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the Company or its subsidiaries upon the termination of this Agreement), including as so requested: (a) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (b) furnishing the Purchaser and the Lenders with such financial and other pertinent information regarding the Company as may be reasonably requested by the Purchaser; (c) assisting the Purchaser and the Lenders (upon delivering of signed non-disclosure undertakings in customary form) in the preparation of, and providing the Purchaser a written authorization for the release of, (i) necessary, customary or advisable offering materials (including offering memoranda, bank books, road show materials and bank syndication materials) for any thirddebt raised to complete the Arrangement (including, if reasonably requested by the Purchaser, the execution and delivery of customary representation letters and an additional version of such information to be used by prospective lenders’ public-side employees and representatives who do not wish to receive material non-public information with respect to the Company and its subsidiaries) and (ii) necessary, customary or advisable materials for rating agency presentations; (d) cooperating with the Purchaser in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such debt financing; (e) cooperating with the marketing efforts of the Purchaser and the Lenders for any debt raised by the Purchaser to complete the Arrangement (including, if requested by the Purchaser, participating in “road shows” and bank meetings for such purpose); (f) preparing and furnishing the Purchaser and the Lenders with financial and other information regarding the Company and its subsidiaries as may be reasonably requested by the Purchaser, including financial statements, prepared in accordance with GAAP together with a reconciliation to United States generally accepted accounting principles prepared substantially in accordance with Item 18 of Form 20-F, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S—X and Regulation S-K promulgated under the 1933 Act (excluding information required by Regulation S-X Rule 3-10, but including summary guarantor/non-guarantor information of the type that customarily would be included in an offering memorandum relating to private placements of debt securities under Rule 144A of the 1000 Xxx) and of type and form, and for the periods, customarily included in offering documents to consummate private placements of debt securities under Rule 144A of the 1933 Act, assuming that such private placements were consummated at the same time during the Company’s fiscal year as such private placements of debt securities will be made, all of which shall be Compliant (all information required to be delivered pursuant to this clause (f) being referred to as the “Financing Information”); (g) using reasonable best efforts to obtain customary accountants’ comfort letters, legal opinions, appraisals, surveys, certificate of location and plan, title insurance or title opinions from a firm carrying acceptable insurance coverage and other documentation and items relating to such debt financing as reasonably requested by the Purchaser and, if requested by the Purchaser, to cooperate with and assist the Purchaser in obtaining such documentation and items; (h) using its reasonable best efforts to provide (i) monthly financial statements as soon as possible and in no event later than 25 days after the end of each month, (ii) quarterly financial statements as soon as possible and in no event later than 45 days after the end of each fiscal quarter (other than the fourth quarter), and (iii) annual financial statements prepared in accordance with GAAP, including an auditors’ report thereon, as soon as possible and in no event later than 90 days after the end of the fiscal year, in each case prior to the Effective Date; (i) 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 Purchaser (including a certificate of the Chief Financial Officer of the Company or any subsidiary thereof with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing) and otherwise facilitating the pledging of collateral as may be reasonably requested by the Purchaser (including cooperation in connection with the pay-off of existing indebtedness and the release of related Liens and other Liens identified by Purchaser if applicable or not insured by title insurance); (j) using reasonable best efforts to take actions necessary to (i) permit the Lenders to evaluate the Company’s and its subsidiaries’ 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 (ii) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing provided that no right of any Lender, nor obligations of the Company or any of its subsidiaries, thereunder shall be effective until the Effective Time; (k) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or any of its subsidiaries is a party expense reasonably and to arrange discussions among the Purchaser and the Lenders with other parties to material leases, encumbrances and contracts as of the Effective Time; and (l) taking all corporate actions, to be effective at the Effective Time, requested by the Purchaser that are necessary or customary to permit the consummation of such debt financing and to permit the proceeds thereof, together with the cash at the Company and its subsidiaries, to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated hereby. (2) Notwithstanding Section 7.8(1), none of the Company nor any subsidiary of the Company shall be required to (a) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time, (b) take any action or do anything that would (i) contravene any applicable Law, (ii) contravene any Contract of the Company or any subsidiary of the Company that relates to borrowed money or (iii) be capable of impairing or preventing the satisfaction of any condition set forth in Article VI, (c) commit to take any action that is not contingent on the consummation of the transactions contemplated by this Agreement at the Effective Time, or (d) except as required to comply with applicable Securities Laws disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other person with respect to confidentiality. The Purchaser agrees to indemnify the Company, its affiliates and their respective officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in providing such opinionsconnection with any actions or omissions by any of them in connection with any request by the Purchaser made hereunder and for any alleged misstatement or omission in any information provided hereunder at the request of the Purchaser (other than historical factual information to the extent prepared by the Company and relating to the Company and its subsidiaries). The Purchaser shall promptly upon request by the Company and from time to time reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisers, agents and representatives in connection with any of actions contemplated by this Section 7.8, including, if this Agreement is terminated by the Purchaser (other than pursuant to Section 8.1(1)(c)(i) or 8.1(1)(c)(ii)) in accordance with its terms, in connection with any unwinding or similar transactions by the Company or its subsidiaries required as a result of actions taken pursuant to this Section 7.8.

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 (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 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 be effective until the Effective Time. In no event shall the Company or any of its Subsidiaries or Affiliates be required to bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with the Debt Financing (including entry into any agreement) that is not contingent upon the Closing or would be effective prior to the Effective Time. Nothing contained in this Section 7.7(a) or otherwise shall require the Company or any of 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 personnel readily available to the Company, or requires the provision of any information that is not readily available in view of the resources then available to the Company. (b) Parent and Merger Sub shall deliver to Owner and promptly upon 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 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 Financingother Group Companies contemplated by this Section 7.7(a) and shall indemnify and hold harmless the Company 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 and any information used in connection therewith, provided that Owner shall reimburse O&M Contractor for except in the event such liabilities or losses arose out of or result 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 shall cooperate with Owner in connection with Owner’s efforts Subject to obtain and maintain any Financing. Without limiting the generality requirements of the foregoing, O&M Contractor: applicable Law: (a) Subject to Section 6.7(b), the Company 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 cause the Site; Company Subsidiaries (cand its and their respective applicable senior management, personnel and advisors) 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 taxthe Loan Amendments, the Financing and the Tender Offer as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries). Such cooperation by the Company shall include, but not be limited to, (i) participating in a reasonable number of meetings (including customary one-exempt on-one meetings with the parties acting as arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Debt Financing and the members of senior management and other representatives of the Company and the Company Subsidiaries), drafting sessions, presentations, road shows, due diligence sessions, sessions with rating agencies and sessions with prospective financing sources and investors; (ii) assisting Parent and the Debt Financing Sources with the preparation of (A) customary offering documents, private placement memoranda, prospectuses, bank information memoranda, authorization letters, confirmations and undertakings in connection with the Required Financial Information, bank information memoranda (including with respect to presence or absence of material non-public information and the accuracy of the information contained therein) and (B) customary materials for rating agency presentations and lender presentations relating to the Debt Financing or the Alternative Financing; (iii) assisting in the consummation of the Debt Financing, the Loan Amendments to, among other things, permit a potential "change of control" event thereunder with respect to the Merger, and the Tender Offer, and providing, executing and delivering such documents and instruments as are reasonably requested by Parent or the Debt Financing Sources and as are, in the good faith determination of the persons executing such documents and instruments, accurate, including but not limited to (A) as applicable, any necessary amendments to the Existing Debt or payoff letters relating to the repayment in full of the Existing Debt and any additional documents or instruments evidencing the release, termination and discharge in full of all related Liens, guarantees and other security therefor, including (to the extent required) evidence that notice of such repayment has been timely delivered to the holders of the Existing Debt, (B) all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act, (C) a certificate of the Chief Financial Officer of the Company with respect to solvency matters substantially in the form attached to the Debt Commitment Letters and (D) agreements, documents, instruments or certificates that facilitate the creation, perfection or enforcement of liens and security interests securing the Debt Financing or the Alternative Financing (including, without limitation, original copies of all certificated securities (with transfer powers executed in blank) and intercompany notes (with endorsements executed in blank), control agreements, uniform commercial code financing statements, filings with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office), surveys, title insurance, landlord consents, bailee letters and access letters) provided that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time; (iv) pledging, granting security interests in, and otherwise granting Liens on, the Company's assets pursuant to such agreements as may be reasonably requested, provided that no obligation of the Company or any of its Subsidiaries under any such agreement, pledge or grant shall be effective until the Effective Time; (v) promptly (and, in any event, within the time periods specified in the commitment letters executed with the Debt Financing Sources, to the extent applicable and not already provided on or prior to the date hereof) providing Parent and the Debt Financing Sources financial and other information in the Company's possession (and any other pro forma financial information to the extent required to be delivered to the Debt Financing Sources under the terms of the applicable commitment letters) with respect to the Merger and financial, business and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, including (A) all consolidated financial statements and other pertinent information required by the Financing Commitments and all financial statements, financial data, audit reports and other information of the type required by Regulation S-X (other than Sections 3-10 and 3-16) and Regulation S-K under the Securities Act and of type and form customarily included in a registration statement or an offering memorandum pursuant to Rule 144A under the Securities Act for the offering(s) of debt securities contemplated by the Financing Commitments or in an offer to purchase for the Tender Offer, (B) such other information and data as are otherwise necessary in order to receive customary "comfort" letters with respect to the financial statements and data referred to in the foregoing clause (A) (including "negative assurance" comfort) from the independent auditors of the Company and the Company Subsidiaries on each date during the relevant period (including drafts of such "comfort" letters which such auditors are prepared to issue upon completion of customary procedures, each in form and substance customary for high yield debt securities offerings), and (C) such other documents required to satisfy any customary negative assurance opinion and to consummate the Debt Financing or the Alternative Financing at the time the Debt Financing or the Alternative Financing are to be consummated (all such information in this clause (v), the "Required Financial Information"); (vi) cooperating with the marketing efforts of Parent and the Debt Financing Sources for all or any portion of the Debt Financing or Alternative Financing, and taking all actions as may be required and reasonably requested by Parent or the Debt Financing Sources in connection with the Loan Amendments or repayment of the Existing Debt; (vii) reasonably cooperating with Parent's legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing or the Alternative Financing; (viii) taking such actions, as are reasonably requested by Parent or the Debt Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent set forth in the Debt Commitment Letters or any definitive documentation relating to the Debt Financing or the Alternative Financing; (ix) cooperating with the Debt Financing Sources' due diligence investigation, to the extent customary and reasonable and not unreasonably interfering with the business of the Company; (x) using its reasonable best efforts to cause its independent auditors and legal counsel to cooperate with the Financing, including assisting Parent in obtaining accountants' comfort letters and legal opinions as reasonably requested by Parent, including issuing any customary representation letters to Ernst & Young LLP; (xi) using its reasonable best efforts to cause the Debt Financing to benefit from the existing lending relationships of the Company and the Company Subsidiaries; (xii) establishing deposit and similar accounts to facilitate the flow of funds on the Closing Date; and (xiii) making a Tender Offer or cooperating with any Tender Offer made by Parent or any of its Affiliates; (xiii) with respect to the Real Property, reasonably cooperating with Parent in the obtainment of title policies, surveys, owner affidavits, lease estoppels and subordination nondisturbance agreements; and (xiv) if requested by Parent, using reasonable best efforts to cause, at or prior to the Effective Time, the administrative agent under the Credit Agreement to have provided the Company with (A) the Loan Amendments, solely to the extent Parent elects to pursue such Loan Amendments and such Loan Amendments are in fact obtained or (B) if Parent elects not to pursue such Loan Amendments or such Loan Amendments are not obtained, a "payoff" letter acknowledging that, subject to repayment of the aggregate principal amount outstanding under such loan documents, together with all interest accrued thereon and any other fees or expenses payable thereunder, (w) such loan documents shall be terminated, (x) any and all Liens under such loan documents related thereto shall be released, (y) the Company and the Company's Subsidiaries shall be released from any and all material liabilities and obligations under such loan documents and any related guaranties (other than any obligations under any indemnification or similar provision that survive such termination) and (z) all letters of credit issued under the Existing Debt have been returned to the applicable issuing bank with all necessary documentation required to cancel such letters of credit and appropriate arrangements have been made to replace such letters of credit with new letters of credit issued under the Debt Financing (or other arrangements effected satisfactory to reduce taxes on the Project applicable issuing banks (and, if applicable, the applicable beneficiaries) have been made to provide adequate credit support in respect of such letters of credit, including by provision of back-to-back letters of credit supporting the applicable obligations thereunder); provided that neither the Company nor any of the Company Subsidiaries shall (A) be required to pay any commitment or other similar fee unless until the workClosing occurs, which cooperation shall not include, (B) have any liability or be considered or deemed to be, tax advice or planning; obligation under any loan agreement 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 related documents or any Project Lender may reasonably request documents related to a Tender Offer, unless and until the Closing occurs, (C) incur any other liability in connection with obtaining the Debt Financing unless and maintaining until the Closing occurs, or (D) be required to take any action that would (w) be beyond the reasonable control of the Company, (x) conflict with or violate the Company's or any of its Subsidiaries' organizational documents or any Laws, (y) result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party, or (z) impose personal liability on the officers or employees involved. The Company hereby consents to the use of its and the Company Subsidiaries' logos in connection with the Loan Amendments, the Debt Financing or Alternative Financing; provided that such logos are used in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of the Company Subsidiaries. (b) Nothing in this Section 6.7 shall require such cooperation to the extent it would require the Company to agree to pay any fees, reimburse any expenses or give any indemnities or incur any other Liability or obligation (including the entry into any agreement that is not contingent upon the Closing) prior to the Effective Time that has not been reimbursed in accordance with the immediately succeeding sentence (it being understood, however, the Company shall bear all costs and expenses of its annual audit but not the costs of any comfort letter). Parent shall promptly reimburse the Company for all actual out-of-pocket expenses and costs incurred by the Company or any Company Subsidiary and their Representatives in connection with such cooperation at the request of Parent. (c) Notwithstanding any other provision set forth herein or in any other agreement between the Company and Parent (or its Affiliates), the Company agrees that Parent and its Affiliates may share non-public or confidential information regarding the Company, the Company Subsidiaries and their respective businesses with the Debt Financing Sources identified in the Debt Commitment Letters, and that Parent, its Affiliates and such Debt Financing Sources may share such information with potential financing sources in connection with any marketing efforts (including any syndication) in connection with the Debt Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing the recipients of such opinionsinformation agree to customary confidentiality arrangements.

Financing Assistance. O&M Contractor (a) The Company shall cooperate with Owner the Purchaser and its Affiliates in connection with Owner’s the Purchaser's efforts to obtain and maintain any Financing. Without limiting the generality of necessary financing to consummate 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 Financingtransactions hereunder, including a consent to assignment and any certifications and opinions required with respect to without limitation, causing the Financing in form and substance reasonably acceptable to O&M Contractor, Owner Company and the Project Lender; (b) shall deliver to Owner Subsidiaries and the Project Lender information customarily provided in connection with a project financing in format their respective officers, employees, advisers 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 authorized representatives to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)assist with the preparation of such offering memoranda and documentation as may be required under the Purchaser's financing commitments, and (ii) include a description meet with potential lenders and financing sources at the reasonable request of the material provisions Purchaser. (b) Upon the reasonable request of this Agreement the Purchaser, to the extent the Purchaser or any of its Affiliates conducts or intends to conduct an offering of securities (and if the registration statement, prospectus or offering memorandum for such offering includes or incorporates by reference the financial statements relating to the Company and the Subsidiaries), the Company shall use its commercially reasonable efforts to cause its independent auditors to deliver a letter containing statements and information of the type ordinarily included in accountant's "comfort letters" with respect to the financial statements and financial information relating to the Company or its Subsidiaries contained or incorporated by reference in any offering circular such document relating to any such offering, within the time period reasonably requested by the Purchaser or document any of its Affiliates. (c) The Company shall use its commercially reasonable efforts to (i) cause the MW Companies to prepare and deliver to the Purchaser all financial statements and financial information (and to provide assistance to the Purchaser and its Affiliates with the preparation of pro forma financial information) as may be required by the Purchaser or any of its Affiliates in connection with their Securities Act or Exchange Act filings with the Securities and Exchange Commission (the "SEC"), including without limitation the Purchaser's Registration Statement on Form S-4 in connection with the issuance of registered 9% Senior Subordinated Notes due 2012 in exchange for unregistered 9% Senior Subordinated Notes due 2012, (ii) cause the Financing and/or, if financial statements referred to in clause (i) to be audited by the Financing must be registered or otherwise disclosed Company's independent auditor in accordance with Applicable LawSEC rules and (ii) cause the independent auditors of the Company to execute and deliver any required documentation in connection with the Purchaser's SEC filings referred to above, that Owner may, after consultation with O&M Contractor, file this Agreement including without limitation the consent to the use of the auditor's name as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, required by SEC rules. The Sellers 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 Company and the Project Lenders with legal opinions of counsel regarding Purchasers to effect 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 opinionsforegoing.

Financing Assistance. O&M Contractor Prior to the Closing, the Company shall, and shall cooperate with Owner cause each Company Subsidiary to, and shall use its commercially reasonable efforts to cause the Company Representatives to, provide such cooperation as may be reasonably requested by Parent and Merger Sub and the applicable borrowers under the Debt Financing Commitments in connection with Owner’s the arrangement of the Financing, including: (a) participating in a reasonable number of meetings, presentations, due diligence sessions with the Debt Financing Sources; (b) to the 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 delivering 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 Parent; provided that no such definitive documents shall be effective until the Effective Time; (c) using commercially reasonable efforts to obtain and maintain any Financing. Without limiting the generality a certificate of the foregoingchief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Debt Financing Sources or the Debt Financing Commitment, O&M Contractor: provided that such documents will not take effect until the Effective Time; (ad) shall execute such typical documents arranging for customary payoff letters, 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; (e) furnishing Parent, the applicable borrowers and their financing sources as an operations promptly as reasonable practicable with financial and maintenance contractor executes in a project finance transaction other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent, including all financial statements and projections and other pertinent information required by the Debt Financing Commitments or as Owner reasonably requests otherwise required in connection with obtaining the Debt Financing and maintaining any Financingthe transactions contemplated by this Agreement (including information relating to the Company and Company Subsidiaries customary for the placement, including a consent arrangement and/or syndication of loans or distribution of debt contemplated by the Debt Financing Commitments to assignment assist in preparation of customary offering or information documents or rating agency or lender or investor presentations relating to such placement, arrangement and/or syndication of loans); (f) taking all actions reasonably necessary to (i) permit the Debt Financing Sources to evaluate the Company's and any certifications the Company Subsidiaries' current assets, cash management and opinions accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (ii) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that such accounts, agreements and arrangements shall not become active or take effect until the Effective Time; and (g) furnishing Parent, the applicable borrowers and their Financing sources promptly with all documentation and other information required by Governmental Entities with respect to the Financing under applicable "know your customer" and anti-money laundering rules and regulations. Nothing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) this Section 6.7 shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable require such cooperation to the Parties regarding extent it would require the financial capability of O&M Contractor and shall facilitate reasonable inspections Company or any 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 Company Subsidiaries to (i) provide this Agreement to potential Project Lenders (subject pay any commitment or other similar fee prior to Section 17.5)the Effective Time, and (ii) include a description to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof (it being understood, however, the Company shall bear all costs and expenses of its annual audit), (iii) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time, or (iv) to be an issuer or other obligor with respect to any Financing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to 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 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 Company Subsidiaries in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or cooperation of the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner Company and the Project Lenders with legal opinions Company Subsidiaries contemplated by this Section 6.7 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 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 them in connection with obtaining the arrangement of the Debt Financing and maintaining any information used in connection therewith (except with respect to any information provided by or on behalf of the FinancingCompany or any of the Company Subsidiaries), provided that Owner shall reimburse O&M Contractor for except in the event such liabilities or losses arose out of or result 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 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 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) MPC, SSA, the Transferring Entities and their Representatives shall execute use Commercially Reasonable Efforts to provide such typical documents co-operation to NTI 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 NTI may reasonably request in connection with obtaining the implementation of the financing arrangements by NTI (the “Financing”). Such efforts shall include (i) participating at reasonable times in a reasonable number of meetings with NTI, (ii) furnishing NTI as promptly as practicable with financial and maintaining other pertinent information regarding the Businesses as shall reasonably be requested by NTI, (iii) assisting NTI in the preparation of appropriate portions of the documents, (iv) cooperating with NTI’s legal counsel in connection with any legal opinions that such legal counsel may be reasonably required to deliver in connection with the Financing, (v) assisting in obtaining an accountants’ comfort letter, (vi) executing and delivering any necessary pledge agreements and other security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by NTI (including a borrowing base certificate dated as of 10 days prior to the Closing Date) or otherwise reasonably facilitating the pledging of collateral, all to be subject to the occurrence of the Closing, (vii) obtaining a certificate of the officer of NT Holdco or any of its Subsidiaries (it being understood that such entities may appoint a representative of NTI to serve as an officer of such entities for purposes of executing such certificates) with respect to solvency matters, customary authorization letters with respect to bank information memoranda and consents of accountants for use of their reports in any materials relating to the Financing, all to be subject to the occurrence of upon the Closing, (viii) permitting the prospective lenders involved in the Financing to evaluate the Businesses, including the related inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisal), (ix) causing the NT Entities to establish bank and other accounts and blocked account agreements in connection with the Financing, (x) prior to the Closing Date, providing documentation and other information about NT Holdco and each of its Subsidiaries as is reasonably requested in writing by NTI in connection with the Financing as it relates to applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act and (xi) causing the NT Entities to take all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available to NT Holdco or one or more of its Subsidiaries, including causing the NT Entities to enter into one or more credit agreements, indentures and/or other instruments on terms satisfactory to NTI in connection with such Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrence by NT Holdco or one or more of its Subsidiaries is contemplated in the Financing; provided, however, that except as expressly provided above, none of MPC, SSA, the Transferring Entities and their Subsidiaries shall be required to take any corporate action unless such action is contingent upon the occurrence of the Closing and effective at or following the Effective Time. MPC and SSA authorize the disclosure of this Formation Agreement and each of the Related Agreements and the use of the “SuperAmerica”, “SuperMom’s” and “Country Fresh Ovens” logos and trademarks in connection with dissemination of information relating to this Formation Agreement and the Related Agreements and the Contemplated Transaction to potential lenders or investors, by any lenders or investors and by any lender’s representatives and advisors, solely to the extent necessary, proper or advisable in connection with such financing arrangements. Notwithstanding the foregoing, NTI acknowledges and agrees that Owner none of MPC, SSA, any of the Transferring Entities or any of their respective Subsidiaries (other than the NT Entities), other Affiliates or Representatives is making any representation or warranty to NTI, or to any of the prospective lenders to the Financing, as to any of the foregoing information or documents, other than such representations and warranties as are expressly set forth in other Sections of this Formation Agreement or in the Related Agreements. From and after the Closing Date, NTI agrees to indemnify, defend and hold harmless the MPC Indemnitees from and against any and all Claims and Losses actually suffered or incurred by any of them to the extent arising out of, resulting from or relating to the assistance provided pursuant to this Section 7.12(a), except to the extent such Claims or Losses arise out of, result from or relate to fraud or any breach of any representation or warranty of MPC or SSA in the Formation Agreement or in any Related Agreement. (b) MPC and SSA acknowledge that it is contemplated that there will be a sale and leaseback with respect to Marketing Owned Real Property and the SuperMom’s Real Property in connection with the Debt Financing. In the event that the Sale and Leaseback Transaction occurs, MPC and SSA acknowledge and agree that the Marketing Owned Real Property and the SuperMom’s Real Property may be conveyed directly from SSA or MPC to the purchaser in connection with the Sale and Leaseback Transaction in exchange for cash and assumption of the lease in lieu of conveying the Marketing Owned Real Property and the SuperMom’s Real Property to NT Retail or NT Bakery. MPC further acknowledges that it is contemplated that there will be a crude intermediation agreement with respect to certain Refinery Inventory in connection with the Debt Financing (the “Crude Intermediation Transaction”). In the event that the Crude Intermediation Transaction occurs, MPC acknowledges and agrees that certain Refinery Inventory and/or Undelivered Refinery Inventory may be conveyed directly from MPC to the crude intermediation counterparty in lieu of conveying such Refinery Inventory and/or Undelivered Refinery Inventory to SPP Refining. NTI agrees that its use of the Sale and Leaseback Transaction or the Crude Intermediation Transaction shall reimburse O&M Contractor for not release NTI or any third-party expense reasonably incurred of its Affiliates from any representation, warranty, covenant or other obligation contained in providing such opinionsthis Formation Agreement or any of the Related Agreements; provided that, the Purchase Price (and Estimated Purchase Price) due from NTI or its Affiliates shall be reduced by the amount equal to the aggregate amount paid directly to MPC and SSA pursuant to the Sale and Leaseback Transaction and Crude Intermediation Transaction.

Financing Assistance. O&M Contractor (a) Prior to the Contribution Closing, each Principal shall, and shall use its reasonable best efforts to cause its Affiliates and Representatives to, cooperate with Owner the other Principal, and the Corporation in connection with Owner’s the arrangement and syndication of the Debt Financing as may be reasonably requested by the other Principal, or the Corporation (provided that, in the case of SemGroup, such requested cooperation does not unreasonably interfere with the ongoing operations of SemCAMS, the SemCAMS Business or the SemCAMS Assets), including: (i) participation by members of senior management of the Principal and their Representatives at reasonable times in a reasonable number of meetings, conference calls and presentations with prospective lenders and investors and in rating agency meetings; (ii) reasonably assisting the other Principal, the Corporation and the Financing Sources in the preparation of materials for rating agency presentations, information memoranda and packages (including the delivery of one or more customary representation letters and authorization letters as contemplated by the Debt Commitment Letter), lender presentations or other marketing and syndication documents and materials customarily used to arrange financings of the type contemplated by the Debt Commitment Letter; (iii) reasonably cooperating with the marketing efforts of the other Principal, the Corporation and the Financing Sources for any portion of the Debt Financing; (iv) in the case of SemGroup, furnishing KKR, the Corporation and the Financing Sources with such financial and other pertinent information regarding the SemCAMS Assets as may be reasonably requested by KKR, or the Corporation to assist in preparation of the syndication materials and any supplements thereto reasonably requested by KKR or the Corporation; (v) cooperating with the other Principal and the Corporation in the negotiation of the Financing Agreements as reasonably requested by the other Principal or the Corporation; (vi) in the case of SemGroup, using commercially reasonable efforts to obtain customary consents of accountants for use of their reports in any materials relating to the Debt Financing at the expense of and maintain any Financing. Without limiting as reasonably requested by the generality Corporation on behalf of the foregoingFinancing Sources; (vii) in the case of SemGroup, O&M Contractor: at least four (a4) shall execute business days prior to the date of the Debt Financing Closing, providing all documentation and other information solely about the SemCAMS Assets as is requested in writing by the Corporation at least ten (10) business days prior to the date of the Debt Financing Closing which relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (viii) facilitating substantially concurrently with the Debt Financing Closing all organizational actions by such typical Principal and the Corporation as may be reasonably requested by the other Principal or the Corporation in order to permit the consummation of such Debt Financing and to permit the proceeds thereof to be made available to the Corporation; (ix) providing and executing customary closing documents as an operations may be reasonably requested by the other Principal, and maintenance contractor executes the Corporation; (x) in a project finance transaction the case of SemGroup, facilitating the pledging of the SemCAMS Assets as collateral substantially concurrently with the Debt Financing Closing, including obtaining such documentation and/or taking such other steps (including lien searches, payoff letters, lien releases and instruments of termination or as Owner discharge) reasonably requested by KKR, of the Corporation in order to release all Liens over the SemCAMS Assets securing obligations under the indebtedness of SemCAMS and taking reasonable actions necessary to permit the Financing Sources to evaluate the SemCAMS Assets for the purpose of establishing collateral arrangements; and (xi) in the case of SemGroup, cooperating with the Financing Sources’ due diligence requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect of the SemCAMS Assets to the Financing extent customary and reasonable, provided, in form and substance reasonably acceptable to O&M Contractoreach case in Sections 5.3(a)(i) through (xi), Owner and the Project Lender; that (bA) nothing in this Section 5.3 shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable require cooperation to the Parties regarding extent that it would cause any condition to 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 Contribution Closing set forth in presentations Section 6.1 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 not be registered satisfied 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 cause 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 breach of this Agreement, absence (B) a Principal’s board of conflicts, directors and the directors, managers and general partners of its Affiliates shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which are effective prior to the Contribution Closing and (C) neither a Principal nor any of its Affiliates shall be required to execute and deliver any Financing Agreements or other agreements, pledge or security documents, or other certificates, legal status of O&M Contractor, as Owner opinions or any Project Lender may reasonably request documents in connection with obtaining the Debt Financing that are effective prior to date of the Debt Financing Closing (other than representation letters and maintaining authorization letters as contemplated by foregoing Section 5.3(a)(ii)). (b) Notwithstanding anything in this Agreement to the contrary, SemGroup and KKR hereby consent to the use of each of their and their Subsidiaries’ logos in connection with 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 Prior to the Closing, the Company shall, and shall cooperate with Owner use commercially reasonable efforts to cause each of its Subsidiaries to, provide such cooperation as may be reasonably requested by Parent 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 using reasonable efforts to (i) as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations and due diligence sessions with the Financing Sources and any prospective lenders in the Debt Financing (including direct contact with senior management and Representatives (including accounting) of the Company) and cooperate reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable for the Debt Financing, (iii) cause the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing, provided that no such action shall be effective prior to the Effective Time, (iv) 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 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 Parent, provided that no such definitive documents in this clause (iv) shall be effective until the Effective Time, (v) using commercially reasonable efforts to obtain and maintain any Financing. Without limiting the generality a certificate of the foregoingchief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources or the Debt Commitment Letter, O&M Contractor: (avi) arranging for customary payoff letters, 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, (vii) furnish all documentation and other information required by Governmental Authorities 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 and (viii) obtain legal opinions, surveys and title insurance, property and liability insurance certificates and endorsements at the expense of and as reasonably requested by Parent on behalf of the Financing Sources, provided that, the information provided hereunder shall execute such typical documents as an operations be subject to the terms of the Confidentiality Agreements; provided, further, that the parties hereto acknowledge and maintenance contractor executes in a project finance transaction agree that Parent and Merger Sub are permitted to disclose and share any information provided hereunder with the Financing Sources pursuant to, and subject to the requirements of, the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.15 or as Owner reasonably requests otherwise in connection with obtaining and maintaining any the Debt Financing, including a consent (x) to assignment and pay any certifications and opinions required 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, or (z) to take, or commit to taking, any action in connection with the Debt Financing that is not contingent upon the Closing or that would subject it to actual or potential liability prior to the Effective Time. Nothing contained in this Section 7.15 or otherwise shall require the Company to be an obligor with respect to the Debt 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 prior to the Parties regarding the financial capability of O&M Contractor and Effective Time. Parent shall facilitate reasonable inspections of the Site; (c) shallpromptly, 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.upon the

Financing Assistance. O&M Contractor At and prior to the Closing, Seller and the Company shall cooperate with Owner provide all cooperation as may be reasonably requested by Buyer in connection with Owner’s efforts to obtain and maintain the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, the Company or any Financing. Without limiting the generality of the foregoingtheir Subsidiaries), O&M Contractor: including, without limitation, (a) shall execute such typical documents as an operations furnishing to Buyer 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 ContractorSources, Owner and the Project Lenderas promptly as practicable, all Required Information; (b) shall deliver to Owner participating, at reasonable times, in a reasonable number of meetings and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably with 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 SiteFinancing Sources’ due diligence; (c) shall, at Owner’s reasonable request, attend causing the taking of corporate actions by the Company and participate in presentations its Subsidiaries (subject to actual the Closing) reasonably necessary for the consummation of the Debt Financing and potential Project Lendersthe Closing; (d) hereby authorizes Owner to facilitating the providing of guarantees and granting of security interests (iand perfection thereof) provide this Agreement to potential Project Lenders in and pledges of collateral (subject to Section 17.5)including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (ii) include a description of the material provisions of this Agreement including furnishing all information to be included in any offering circular schedules thereto or document required in any perfection certificates) for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing and/or, if the Financing must as may be registered or otherwise disclosed in accordance with Applicable Lawreasonably requested by Buyer; provided, that Owner may, after consultation with O&M Contractor, file no such definitive guarantee or collateral documents referred to in this Agreement as an exhibit to such registration statement or other disclosureclause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at Owner’s requestor prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, shall reasonably cooperate with discharged and terminated on the independent engineer and any rating agencies or credit enhancement entities associated with a FinancingClosing Date; (f) at Ownersolely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor with respect to any Debt Financing prior to the Closing Date. Buyer shall, promptly upon Seller’s request, shall reasonably cooperate reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred by Seller or the Company in connection with tax-exempt Financing or any Financing cooperation or other arrangements effected matters provided pursuant to reduce taxes on this Section 6.07 and shall indemnify and hold harmless the Project pre-Closing directors and officers of Seller, the Company or the work, which cooperation shall not include, their Subsidiaries from and against any and all liability to third parties suffered 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 by them in connection with obtaining the Debt Financing and maintaining any information utilized in connection therewith except to the Financingextent arising out of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided that Owner by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionspromptly inform Buyer thereof.

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 impose no personal liability on the officers or employees involved. Parent and Merger Sub recognize and agree that the Company cannot "require" its accountants, attorneys or officers to provide or execute any documents and any failure by such accountants, attorneys or the Company's chief financial officer to provide such consents or opinions does not affect the obligations of the Site; (c) shall, at Owner’s reasonable request, attend Parent 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 Merger Sub hereunder. (ii) include a description Parent shall (A) use its reasonable best efforts to comply with all of its covenants, agreements, representations and warranties contained in any of the material provisions Debt Commitment Letters, (B) not take any action specifically prohibited pursuant to the terms of this Agreement the Debt Commitment Letters or agree to amend such letters in any offering circular or document required for a manner adverse to 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; Company and (gC) shall provide Owner if any of the Debt Commitment Letters expire or are terminated prior to the Closing, use its reasonable best efforts to promptly arrange for alternative debt financing (upon the exact terms and subject to the Project Lenders with legal opinions of counsel regarding exact conditions contained in the execution, delivery and validity of this Agreement, absence of conflicts, and Debt Commitment Letters) so that the legal status of O&M Contractor, as Owner or any Project Lender condition set forth in Section 6.2(e) 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 opinionsbe satisfied.

Financing Assistance. O&M Contractor Each Seller agrees to provide, and each Seller shall cooperate cause each Company and Subsidiary thereof and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to provide, all reasonable cooperation and assistance (including with Owner respect to timeliness) in connection with Owner’s efforts to obtain and maintain the Financing (provided that such requested cooperation or assistance does not unreasonably interfere with the ongoing operations of any Financing. Without limiting Seller, the generality of the foregoingCompanies or their respective Subsidiaries or Joint Ventures), O&M Contractorincluding: (a) shall execute such typical documents as an operations and maintenance contractor executes participation in a project finance transaction or as Owner reasonably requests in connection with obtaining reasonable number of meetings, drafting sessions and maintaining any Financingdue diligence sessions, 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 promptly furnishing Buyer and the Project Lender its Financing Sources with 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 and shall facilitate reasonable inspections business of the SiteCompanies and their Subsidiaries as may be reasonably requested by Buyer, including any financial estimates, projections, forecasts or other forward looking information; (c) shallassisting Buyer and its Financing Sources in the preparation of (i) offering documents (including offering memorandums or prospectuses) and marketing materials for any of such financing, at Owner’s reasonable request, attend (ii) materials for rating agency presentations and participate in presentations to actual and potential Project Lenders(iii) pro forma financial statements; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)facilitating the procurement of ratings for such financings from ratings agencies, 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 cooperating with the independent engineer marketing efforts of Buyer and its financing sources for any rating agencies or credit enhancement entities associated with a of such Financing; (f) reasonably facilitating the pledging of collateral and reasonably cooperating with field examinations of collateral by Buyer and its financing sources; (g) facilitating the execution and delivery prior to and at OwnerClosing of customary definitive documents relating to such financing (including, but not limited to, certificates of the chief financial officer and other officers of the Company Business with respect to financing matters and the definitive financing documents); provided, however, that none of the Seller’s requestGroup shall be required to incur any liability or obligation thereunder or pursuant thereto prior to the Closing Date; (h) using reasonable commercial efforts to obtain accountants’ consents, shall accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably cooperate requested by Buyer; and (i) making introductions and assisting in discussions with contacts from the existing lending and investment banking relationships of the Companies and their Subsidiaries, and hosting meetings with prospective lenders in connection with tax-exempt the debt financing at the times and locations reasonably requested by Buyer and the Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation Sources. Buyer shall not includepay, or be considered or deemed to bepromptly reimburse Sellers, tax advice or planning; for all reasonable and (g) shall provide Owner documented out-of-pocket expenses and the Project Lenders with legal opinions costs 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 third parties incurred in connection with obtaining each Seller’s obligations under this Section 6.15, including reasonable out-of-pocket expenses and maintaining costs of third parties incurred in connection with furnishing any information set forth above that is not currently in the Sellers’ possession (including any special audit reports or similar information). Notwithstanding anything in this Agreement to the contrary, none of the Seller’s Group shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation, to the extent that such liability or obligation in connection with any Financing would become effective prior to the Closing Date. None of the Seller’s Group shall assume any liability or responsibility for the use of any of the foregoing information in connection with the Financing and shall not be required to express any view as to the reasonableness of any assumptions made by the Buyer or any of its Affiliates. All such information shall be made available only pursuant to confidentiality agreements or arrangements that are customary in the context of the Financing, provided that Owner shall reimburse O&M Contractor for . The Sellers hereby authorize the use of the corporate trademarks or trade names of the Companies or their Subsidiaries in connection with any third-party expense reasonably incurred dissemination by the Financing Sources of information and marketing materials in providing such opinionsconnection with the syndication and arranging of the debt financing.

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 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 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 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 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 consent reasonable number of meetings and presentations with arrangers and prospective lenders and investors, as applicable (including the participation in such meetings of the Company’s senior management), in each case at times and locations to assignment be mutually agreed, and (x) use commercially reasonable efforts to assist in procuring any certifications necessary rating agency ratings or approvals. (b) Notwithstanding anything in this Section 5.16 to the contrary, in fulfilling its obligations pursuant to this Section 5.16, (i) none of the Company, its Subsidiaries or its Representatives shall be required to (x) pay any commitment or other fee, provide any security or incur any other liability in connection with any financing prior to the Effective Time, (y) enter into any definitive agreement the effectiveness of which is not conditioned upon the Closing; or (z) give any indemnities that are effective prior to the Effective Time, (ii) any requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (iii) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company and its Subsidiaries from and against any and all losses or damages actually suffered or incurred by them directly in connection with the arrangement of any such financing (other than to the extent related to information provided by the Company, its Subsidiaries or their respective Representatives). In addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any financing will be effective until the Effective Time, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in this Section 5.16 will require the Company, its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing prior to the Closing. Nothing in this Section 5.16 shall require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or take any other action under this Section 5.16 that could reasonably be expected to result in personal liability to such officer or Representative; or (B) the Board of Directors of the Company to approve any financing or contracts related thereto prior to the Effective Time (it being understood and agreed that all such certificates, opinions or resolutions shall be delivered by any officer or board members of the Surviving Corporation immediately after the Effective Time). The Company and its Subsidiaries and Representatives shall not be required to deliver any legal opinions or solvency certificates. Table of Contents (c) At the request of Parent, the Company shall deliver to Parent at least two business days prior to the Closing Date payoff letters from any third-party lenders (or agents therefor), trustees, or other holders of indebtedness of the Company or its Subsidiaries (or representatives therefor), as applicable, in the customary forms of such lenders, trustees or other holder of indebtedness or otherwise in form reasonably satisfactory to Parent, 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 indebtedness or obligations of the Site; (cCompany and its Subsidiaries set forth in Section 5.16(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 Company Disclosure Schedule. At the sole cost and expense of this Agreement in any offering circular or document required for Parent, 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, Company shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the independent engineer facilities evidencing the above referenced indebtedness or obligations. (d) The Company shall, at the request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any rating agencies then-existing indebtedness for borrowed money of the Company or credit enhancement entities associated with a Financingany of its Subsidiaries; provided, however, that the Company and its Subsidiaries shall not be obligated to make or cause to become effective any such action (fnor shall the Company or any of its Subsidiaries be required to incur any cost or liability in respect thereof) prior to the Effective Time. For the avoidance of doubt, any redemption, prepayment or other payment made to satisfy and discharge or defease such portion of the Company Indebtedness prior to or at Owner’s request, the Closing shall reasonably cooperate be the obligation of Parent. Parent shall prepare all necessary and appropriate documentation in connection with tax-exempt Financing or any Financing or other arrangements effected action described above, and provide the Company with a reasonable opportunity to reduce taxes comment 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 such documents. Parent and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflictsCompany shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the legal status preparation 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 opinionsdocuments.

Financing Assistance. O&M Contractor The Company agrees to provide, and shall cooperate cause the Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to provide, all reasonable cooperation (including with Owner respect to timeliness) in connection with Owner’s the arrangement of the debt financing contemplated by the Debt Commitment Letters as may be reasonably requested by Parent, including (i) participation in meetings, drafting sessions and due diligence sessions; (ii) promptly furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offering of senior or senior subordinated notes (the "Required Financial Information"); (iii) promptly satisfying the condition set forth in paragraph (f) of Annex I of the Senior Secured Debt Commitment Letter (to the extent the satisfaction of such condition requires actions by or cooperation of the Company); (iv) assisting Parent and Merger Sub and their financing sources in the preparation of (A) an offering document for any of such debt financing and (B) materials for rating agency presentations; (v) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing; (vi) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing; (vii) reasonably facilitating the pledging of collateral; and (viii) using commercially reasonable efforts to obtain accountants' comfort letters, legal opinions, surveys and maintain any Financingtitle insurance as reasonably requested by Parent. Without limiting the generality of Notwithstanding the foregoing, O&M Contractor: (ax) such requested cooperation shall execute such typical documents as an not unreasonably interfere with the ongoing operations of the Company and maintenance contractor executes in a project finance transaction its Subsidiaries and (y) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or as Owner reasonably requests other similar fee or incur any other liability in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect the financings contemplated by the Debt Commitment Letters prior to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; Effective Time (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable unless such fee or liability is subject to the Parties regarding immediately succeeding sentence or such commitment fee or liability is conditional on the financial capability of O&M Contractor and shall facilitate reasonable inspections occurrence 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 17.5Effective Time), 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 In connection with the Debt Financing, prior to the Closing, the Company shall cooperate with Owner use commercially reasonable efforts to provide, or cause its representatives to provide, to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with Owner’s the arrangement, and consummation of the Debt Financing, including using commercially reasonable efforts to obtain and maintain any Financing. Without limiting (in each case, to the generality of the foregoing, O&M Contractor: extent reasonably requested): (ai) shall execute such typical documents as an operations and maintenance contractor executes participate in a project finance transaction or as Owner reasonably requests reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders and provide financial and other information customarily required in connection with obtaining bank debt financings; (ii) provide reasonable and maintaining any Financingcustomary assistance with the preparation, execution and delivery of documents customarily required in connection with bank debt financings, including a consent to assignment the solvency certificate, guarantee and any certifications collateral documents, and opinions required with respect facilitating the pledging of collateral; (iii) provide all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 at least three (3) Business Days prior to the Closing Date, in each case as reasonably requested by Parent at least seven (7) Business Days prior to the Closing Date; (iv) assist Parent in obtaining surveys, legal opinions from local outside counsel and title insurance as reasonably requested by Parent or Sub for the Debt Financing; (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to (A) conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) make audits and appraisals delivered for purposes of any credit facility available to Parent for purposes of the Financings; (vi) to the extent timely requested by Parent and required under the Debt Financing Commitment Letters, obtain documents reasonably requested by Parent or its Debt Financing Sources relating to the repayment of the existing indebtedness of the Company and the Company Subsidiaries and the release of related liens, including customary payoff letters in form and substance satisfactory to Parent; (vii) cause the taking of corporate and other actions by the Company and its Subsidiaries reasonably acceptable necessary to O&M Contractorpermit the consummation of the Debt Financing on the Closing Date, Owner it being understood that no such corporate or other action will take effect prior to the Closing and the Project Lender; (b) shall deliver to Owner and Company Board will not approve the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable Financing prior to the Parties regarding Closing Date; (viii) provide financial statements for quarter ended on July 1, 2017 as promptly as possible after the financial capability date thereof, but in no event later than July 24, 2017; (ix) prevent the issuance, offer, placement, or arrangement of O&M Contractor and shall facilitate reasonable inspections any debt securities or commercial bank or other credit facilities (excluding the indebtedness and/or obligations contemplated by or otherwise permitted under the Debt Financing Commitment Letters) by or on behalf of the SiteCompany or any of its Subsidiaries; and (cx) shallsupplement the written information (other than information of a general economic or industry-specific nature) concerning the Company, at Owner’s reasonable requestits Subsidiaries or the transactions contemplated hereby to the extent that any such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, 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)taken as a whole, and (ii) include a description of the material provisions of this Agreement not misleading 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, material respect promptly 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 opinionsgaining knowledge thereof.

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 (a) Prior to the Closing Date, Seller agrees to use reasonable best efforts to provide, and shall cooperate with Owner cause the Company Group and their respective officers, directors and employees to use, reasonable best efforts to provide, in each case at Purchaser’s sole expense, and shall use its commercially reasonable best efforts to direct its and their respective Representatives to provide such cooperation as may be reasonably requested by Purchaser that is necessary or customary for financings of the type contemplated 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 Commitment Letter, O&M Contractor: including using reasonable best efforts to: (ai) shall execute furnish to Purchaser (A) the Required Financial Information within 15 days after the end of the applicable fiscal quarter end and (B) such typical documents other pertinent and customary information regarding the Business as an operations and maintenance contractor executes in a project finance transaction or as Owner may be reasonably requests requested by Purchaser to the extent that such information is required in connection with obtaining the Debt Commitment Letter; provided that (I) Seller and maintaining the Company Group shall only be obligated to deliver such information to the extent such information may be obtained from the Books and Records of Seller and the Business without undue effort or expense and without any delay in timing of the consummation of the transactions contemplated by this Agreement and (II) in connection with the foregoing clause (B), Seller and the Company Group shall not be obligated to furnish any of the Excluded Information; (ii) upon reasonable prior notice and at reasonable times and locations to be mutually agreed, cause members of management of the Business to participate in a reasonable number of meetings and presentations with prospective lenders, and sessions with the ratings agencies contemplated by the Debt Commitment Letter, in each case in connection with the Debt Financing and only to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter; (iii) cause members of management of the Business to reasonably (A) assist Purchaser in its preparation of any bank information memoranda and related lender presentations, (B) assist Purchaser in its preparation of materials for rating agency presentations; provided that any such bank information memoranda, lender presentations, offering memorandum or similar documents that includes disclosure and financial statements with respect to the Business shall only reflect Purchaser and, following the Closing, the Company Group as the obligor(s) and no such bank information memoranda, lender presentations or materials shall be issued by Seller, its Subsidiaries or the Company Group, and (C) solely with respect to financial information and data derived from the Business’s historical Books and Records, provide information to allow Purchaser to prepare the pro forma financial information and pro forma financial statements in connection with the Debt Commitment Letter, and in each case of clauses (A) through (C), only to the extent customarily needed for financings of the type contemplated by the Debt Financing, it being agreed that information and assistance will not be required relating to (I) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing or (III) any financial information related to Purchaser or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Business by Purchaser; (iv) reasonably facilitating the provision of guarantees and the pledging of collateral (provided that (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no liability shall be imposed on Seller, any Group Company or any of their respective officers or employees involved); and (i) cause the members of management of Company Group, with appropriate seniority and expertise, to reasonably assist in the preparation of the principal Definitive Financing Agreements (including all schedules, exhibits and annexes thereto), (ii) cause the Company Group to execute and deliver as of the Closing (but not prior to Closing) customary Definitive Financing Agreements, in each case, as may be reasonably requested by Purchaser in connection with the Debt Financing (in each case to be held in escrow pending the Closing) (provided, that (A) none of the foregoing documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after or concurrently with, the occurrence of the Closing, and (C) no liability shall be imposed on Seller or its Subsidiaries, any of the Company Group or any of their respective officers or employees involved) and (iii) obtain and facilitate the termination or release of all Seller Debt Obligations as described in Section 5.10(c). Notwithstanding anything to the contrary in this Section 5.19(a), nothing will require Seller or the Company Group to provide (or be deemed to require Seller or the Company Group to prepare) any (1) pro forma financial statements or (2) projections (“Excluded Information”). (b) Notwithstanding anything herein to the contrary, (i) such requested cooperation shall not (A) unreasonably disrupt or interfere with the business or the operations of Seller or its Subsidiaries, including the Business or (B) cause significant competitive harm to Seller or its Subsidiaries, including the Business, if the transactions contemplated by this Agreement are not consummated, (ii) nothing in this Section 5.19 shall require cooperation to the extent that it would (A) subject any of Seller’s or its Subsidiaries’, including the Company Group’s, respective directors, managers, officers or employees to any actual or potential personal liability, (B) reasonably be expected to conflict with, or violate, Seller’s and/or any of its Subsidiaries’, including the Company Group’s, organization documents or any Law, or result in the contravention of, or violation or breach of, or default under, any Contract to which Seller or any of its Subsidiaries, including the Company Group, is a consent party, (C) cause any condition to assignment and the Closing set forth in Section 7.1, Section 7.2 or Section 7.3 to not be satisfied or (D) cause any certifications and breach of this Agreement, (iii) neither Seller, any Subsidiary thereof nor any Group Company shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation in connection with the financings contemplated by the Commitment Letters, the Definitive Financing Agreements or the Financing or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with the Commitment Letters, the Definitive Financing Agreements, the Financing or any information utilized in connection therewith, (B) deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where Seller determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contract, or (D) waive or amend any terms of this Agreement or any other Contract to which Seller or its Subsidiaries, including the Company Group, is party, (iv) none of Seller or any of its Subsidiaries, other than the Company Group, or their respective directors, officers or employees, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Definitive Financing Agreement, with respect to the Financing or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Financing is obtained, including any Definitive Financing Agreement, and (v) none of the Group Companies or their respective directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any Definitive Financing Agreement, with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date and the directors and managers of the Company Group shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained unless Purchaser shall have determined that such directors and managers are to remain as directors and managers of the Company Group on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing. To the extent that this Section 5.19 requires Seller’s and the Company Group’s cooperation with respect to any of obligations under the Debt Commitment Letter or relating to the Debt Financing, Seller and the Company Group shall be deemed to have complied with this Section 5.19 for purposes of Article VIII of this Agreement if Seller and the Company Group have provided Purchaser with the assistance required under this Section 5.19 with respect to the Debt Commitment Letter and the Debt Financing, in each case without giving effect to any Alternative Financing Commitment Letter or Alternative Financing. Seller hereby consents to the use of logos of the Business in connection with 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 disparage Seller, the Company Group or the Business. (c) Seller and the Company Group shall have no liability whatsoever to Purchaser in respect of any financial information or data or other information provided pursuant to this Section 5.19; provided that the foregoing shall in no way limit liability in respect of Seller’s or, prior to the Closing, the Company Group’s, gross negligence, bad faith or fraud as determined by a court of competent jurisdiction in a final and non-appealable decision. Purchaser shall indemnify, defend and hold harmless each of Seller, its Subsidiaries, including the Company Group, and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing and the performance of their respective obligations under this Section 5.19 and any information utilized in connection therewith, other than in to the extent such liability is a result of the Seller’s or, prior to the Closing, the Company Group’s, gross negligence, bad faith or fraud as determined by a court of competent jurisdiction in a final and non-appealable decision. Purchaser shall, promptly upon written request of Seller, reimburse Seller and its Subsidiaries, including the Company Group, for all reasonable and documented out-of-pocket fees, costs and expenses incurred by Seller or its Subsidiaries, including the Business and the Company Group, (including those of its Affiliates and Representatives) in connection with the cooperation required by this Section 5.19. (d) Notwithstanding the foregoing or anything herein to the contrary, Seller agrees to provide, and shall cause the Company Group and their respective officers, directors and employees to provide, in each case at Purchaser’s sole expense, and shall direct its and their respective Representatives to provide to Purchaser (i) at least six (6) Business Days prior to the Closing Date, all documentation and other information with respect to the Company Group as shall have been requested in writing by Purchaser at least nine (9) Business Days prior to the Closing Date that is required by the Debt Financing Sources to satisfy the conditions set forth in paragraph 5 of the Debt Commitment Letter as in effect on the date hereof, including information required by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) at least one (1) Business Day prior to the Closing Date, executed customary payoff letters and lien releases, in form and substance reasonably acceptable satisfactory to O&M Contractor, Owner Purchaser and the Project Lender; Debt Financing Sources, in respect of Indebtedness described in clause (biv) shall deliver of Section 3.12 of the Disclosure Schedules (other than Indebtedness owing to Owner Automotive Rentals, Inc.) and the Project Lender information customarily provided Seller Debt Obligations (which, in the case of Seller Debt Obligations, shall release the Company Group and its assets from all Seller Debt Obligations). (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.19 represent the sole obligation of Seller, its Subsidiaries, the Company Group and their Affiliates and their respective Representatives with respect to cooperation 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 arrangement of the Site; (c) shall, at Owner’s reasonable request, attend Financing 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 no other provision of this Agreement in any offering circular or document required for (including the Financing and/or, if the Financing must Exhibits and Schedules hereto) shall 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 expand 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 modify such opinionsobligations.

Financing Assistance. O&M Contractor Prior to the applicable Closing, the Sellers and the Acquired Companies shall, and shall cause the Subsidiaries of the Acquired Companies to and shall use commercially reasonable efforts to cause their respective Representatives to, cooperate with Owner Buyer in connection with Owner’s efforts any financing transaction relating to obtain and maintain any Financing. Without limiting the generality consummation of the foregoingTransactions, O&M Contractor: in each case, as reasonably requested by Xxxxx (aprovided, that, with respect to each Acquired Company, such requested cooperation does not unreasonably interfere with the ongoing operations of such Acquired Company and its Subsidiaries), including (i) shall execute such typical documents as an operations and maintenance contractor executes participating in a project finance transaction or as Owner reasonably requests customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with Buyer and its Representatives, including direct contact between senior management and Representatives of the Acquired Companies and their respective Subsidiaries and current and potential prospective investors in Buyer (“Potential Investors”), (ii) assisting with the preparation of customary materials for Potential Investor presentations, offering documents, private placement memoranda, proxy statements, bank information memoranda, prospectuses and similar documents required in connection with obtaining any such financing transaction, and maintaining providing reasonable and customary authorization letters to Buyer authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; (iii) furnishing Buyer and/or Potential Investors as promptly as reasonably practicable with all reasonably requested financial and other information related to the Acquired Companies in connection with any Financing, including a consent to assignment such financing transaction; and (iv) promptly furnishing Buyer with all documentation and other information required or reasonably requested by any certifications and opinions required Person with respect to the Financing in form any such financing transaction under applicable “know your customer” 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 taxAnti-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 opinionsCorruption Laws.

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 taxany 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 prior to the Effective Time. (b) All non-exempt Financing public or otherwise confidential information regarding the Company obtained by Parent or Merger Sub or any of their respective Representatives pursuant to this Section 7.17 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that the Company agrees that Parent and Merger Sub may share non-public or confidential information with the 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; Sources and (g) shall provide Owner that Parent and the Project Lenders Merger Sub and such Financing Sources may share such information 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 potential financing sources in connection with obtaining the marketing of the Debt Financing if the recipients of such information agree to customary confidentiality arrangements. (c) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and maintaining documented out-of-pocket costs incurred by the FinancingCompany or its Subsidiaries in connection with any cooperation provided pursuant to Section 7.17(a) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties actually suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided that Owner shall reimburse O&M Contractor in writing by the Company or its Subsidiaries specifically for any third-party expense reasonably incurred use 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 and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any FinancingIPL shall, 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)cause its Subsidiaries to, and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/orshall use its commercially reasonable efforts to have its and their Representatives, 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 provide such cooperation to Pembina 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 Pembina may reasonably request in connection with obtaining the arrangements by Pembina to obtain new or amend any existing credit facilities or notes (including any credit facilities or notes of IPL and maintaining as outlined in the FinancingIPL Disclosure Letter) or issue equity or debt securities publicly or privately, subject to the terms hereof (provided that Owner (i) such request is made on reasonable notice, (ii) such cooperation does not unreasonably interfere with the ongoing operations of IPL and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by IPL or its Subsidiaries of their obligations hereunder, (iii) IPL shall reimburse O&M Contractor not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by IPL or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to IPL or its Subsidiaries upon the termination of this Agreement; and (iv) any actions taken hereunder are in compliance with Sections 5.2 and 5.4), including one or more of the following cooperative actions as so requested: (i) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (ii) furnishing Pembina and its proposed lenders or underwriters with such financial and other pertinent information regarding IPL as may be reasonably requested by Pembina; (iii) cooperating with Pembina in connection with applications, solicitations, or calling of meetings to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such financing, debt reorganization, consents or amendments; (iv) using its commercially reasonable efforts to obtain customary accountants' consent and comfort letters and other documentation and items relating to such issue of securities as reasonably requested by Pembina and, if requested by Pembina, to cooperate with and assist it in obtaining such documentation and items; (v) executing and delivering, or where applicable, obtaining, any certificates, legal opinions or documents, as may be reasonably requested by Pembina (including a certificate of the Chief Financial Officer of IPL or any of its Subsidiaries with respect to consents of accountants for use of their reports in any third-party expense reasonably incurred materials relating to such securities issue); and (vi) taking all corporate actions, to be effective at the Effective Time, requested by Pembina that are necessary or customary to permit the consummation of such financing or such other matters contemplated by this Section 5.6. (b) Notwithstanding Section 5.6(a), neither IPL, nor any of its Subsidiaries shall be required by Pembina to: (i) take any action or do anything that would (A) contravene any applicable Law, or (B) be capable of impairing or preventing the satisfaction of any condition set forth in providing Article 6; (ii) commit to take any action that is not contingent on the consummation of the transactions contemplated by this Agreement at the Effective Time; (iii) pay any commitment, consent or other fee or incur any other liability in connection with such opinionsfinancing prior to the Effective Date; or (iv) except as required to comply with applicable Laws, disclose any information that in the reasonable judgment of IPL would violate any obligations of IPL or any other Person with respect to confidentiality.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Target shall cooperate with Owner use its commercially reasonable efforts, and shall cause its Subsidiaries to use their commercially reasonable efforts, to provide and to cause their respective Representatives to use their respective commercially reasonable efforts to provide, all cooperation reasonably requested by the Purchaser in connection with Owner’s efforts to obtain the arrangement, preparation, syndication and maintain consummation of any Financing. Without limiting the generality public or private equity financing in favour of the foregoing, O&M Contractor: Purchaser (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 the “Financing”), including a consent to assignment using commercially reasonable efforts to: (i) participate in due diligence sessions, and sessions with prospective dealers, agents, underwriters and investors, and provide reasonable assistance with the preparation of customary materials for prospectuses and similar documents, without incurring any certifications and opinions liability therefor, 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 Financing; and (ii) cause the Target’s auditors to provide assistance to the Parties regarding Purchaser, including by participating in customary due diligence sessions that may be conducted by the financial capability underwriters of O&M Contractor any securities offering and preparing and delivering other customary documents and instruments, provided, in each case, that the Target shall facilitate not be required to incur any out-of-pocket fees, costs or expenses that are due and owing prior to the, or shall constitute liabilities on, Closing unless all such reasonable inspections and documented out-of-pocket fees, costs or expenses incurred outside the ordinary course in connection with such cooperation are, promptly upon request, reimbursed by the Purchaser. (b) Notwithstanding this Section 4.10, (i) neither the Target nor any of its Subsidiaries shall be required to provide cooperation or take any action under this Section 4.10 that unreasonably interferes with the operations of the Site; Target or any of its Subsidiaries or where such actions are requested without reasonable notice, (ii) nothing shall require such cooperation to the extent it would require the Target to waive, amend or breach any terms of this Agreement or would require the Target to take any action that would be reasonably likely to impair or prevent the satisfaction of any condition set forth in Article 6, (iii) neither the Target nor any of its Subsidiaries shall be required to take any action or provide access to or disclose information where such person reasonably determines that such action, access or disclosure would (A) jeopardize solicitor/attorney-client or other legal privilege, (B) result in the contravention of any applicable Laws, their respective Constating Documents or any Contract or (C) cause significant competitive harm to the Target or its Subsidiaries if the Transaction is not consummated, (iv) the Target shall not be required to prepare or deliver any form of pro forma financial statements or similar financial documentation, and (v) nothing shall require such cooperation to the extent it would cause any director, officer or employee or equityholder of the Target to incur any personal liability for which the Purchaser is not obligated to provide indemnification pursuant to the terms of this Agreement. (c) shallFor greater certainty, at Owner’s reasonable request, attend it is understood and participate in presentations agreed by the Parties that the completion of a Financing shall not be a condition 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 the consummation of the material provisions Transaction. The Purchaser agrees that the performance or non-performance of this Agreement in Section 4.10 by the Target and any offering circular of its Subsidiaries may not be relied upon by the Purchaser to assert, directly or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Lawindirectly, that Owner may, after consultation with O&M Contractor, file this Agreement a condition precedent set forth in Sections 6.1 or 6.2 has not been satisfied or as an exhibit a basis 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 terminate 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 Whistler shall cooperate with Owner provide, and shall use its commercially reasonable efforts to cause its Representatives to provide, to Vail cooperation reasonably requested by Vail in connection with Owner’s efforts any financing entered into in connection with the Arrangement, compliance with or modifications to obtain and maintain any Financing. Without limiting the generality or waivers of the foregoingprovisions of any indebtedness of Whistler or its Subsidiaries and/or the replacement, O&M Contractor: retirement, satisfaction or discharge of any indebtedness of Whistler or its Subsidiaries (collectively, the “Financing”), including: (a) shall execute furnishing Vail and the proposed lenders, as promptly as reasonably practicable, with such typical documents financial and other reasonably required information regarding Whistler and its Subsidiaries (information required to be delivered under this clause (a) being referred to as an operations and maintenance contractor executes in a project finance transaction the “Required Information”), provided that competitively sensitive information may be provided only to external counsel of Vail or as Owner reasonably requests the proposed lender; (b) 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 reasonably be requested by Vail; (c) assisting Vail and the proposed lenders in the preparation of bank information memoranda and other marketing and rating agency materials for the Financing; (d) cooperating with Vail to obtain customary corporate and facilities ratings including for Whistler and the Financing; and (e) obtaining customary payoff letters, redemption notices, releases of Liens and maintaining instruments of termination or discharge, provided that: (A) such requested co-operation is made on reasonable notice and does not unreasonably interfere with the ongoing operations of Whistler; (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 Whistler or Whistler's counsel, acting reasonably, prejudicial to the Whistler Shareholders, Whistler or any of Whistler's Subsidiaries; (E) such requested co-operation shall not require Whistler to obtain the approval of the Whistler Shareholders and shall not require Vail to obtain the approval of its shareholders; (F) Vail 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 a actual out-of-pocket costs and expenses for external counsel and auditors which may be incurred, provided that neither Whistler nor any of its Subsidiaries shall be required by Vail to pay any commitment, consent to assignment and or other similar fee or incur 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 other liability in connection with a project any such financing in format and content mutually acceptable prior to the Parties regarding Effective Time; (G) such requested cooperation does not require the financial capability directors, officers, employees or agents of O&M Contractor and Whistler or its Subsidiaries to take any action in any capacity other than as a director, officer or employee or agent; (H) Whistler shall facilitate reasonable inspections not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by Whistler or its Subsidiaries, which commitment is not conditional on the completion of the Site; (c) shall, at Owner’s reasonable request, attend Arrangement and participate in presentations does not terminate without liability 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 Whistler or its Subsidiaries upon the material provisions termination of this Agreement in any offering circular and (I) no such requested cooperation or document required for financing shall be considered to constitute a breach of the Financing and/orrepresentations, if the Financing must be registered warranties or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file covenants of Whistler under 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 capable of impairing or deemed to be, tax advice or planning; and (g) shall provide Owner and preventing the Project Lenders with legal opinions satisfaction 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 condition set forth 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 opinionsArticle 6.

Financing Assistance. O&M Contractor (a) Buyer shall cooperate use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable, or proper to obtain the Debt Financing on or prior to the Closing Date. Buyer shall give Seller prompt written notice if and when Xxxxx becomes aware that any portion of the Debt Financing may not be available for the purposes of consummating the transactions contemplated by this Agreement. Buyer shall keep Seller informed on a reasonably current basis with Owner in connection with Ownerreasonably detailed information about the status of Xxxxx’s efforts to obtain and maintain any the Debt Financing. Without limiting Buyer shall not take any action that would reasonably be expected to materially delay or prevent the generality consummation of the foregoingtransactions contemplated hereby, O&M Contractor: including the Debt Financing. (ab) Seller shall execute use its commercially reasonable efforts to cause its officials, employees, attorneys, accountants, and other Representatives to provide all customary cooperation that is reasonably requested by Xxxxx and reasonably necessary to arrange for and obtain the Debt Financing, to the extent that the participation by members of management of Seller is reasonably necessary in connection therewith. Seller shall provide such typical commercially reasonable assistance as is customarily provided for in financings of the type contemplated by the Debt Financing, including using commercially reasonable efforts, at Buyer’s cost and expense, in (i) (A) designating one or more members of senior management of Seller to participate in, at reasonable times and upon reasonable notice, a reasonable number of investor presentations and rating agency materials and presentations and (B) assisting with the preparation of customary offering documents as an operations and maintenance contractor executes in a project finance transaction materials of Buyer, including private placement or as Owner reasonably requests offering memoranda, bank information memoranda, bank syndication material and packages, and similar documents and materials, in connection with obtaining the Debt Financing (all such documents and maintaining any Financingmaterials, collectively, the “Offering Documents”), (ii) furnishing to Buyer all ML&P Information (including a consent execution of customary authorization and management representation letters) as may be reasonably requested by Buyer to assignment and any certifications and opinions required with respect assist in the preparation of the Offering Documents, (iii) providing information that is reasonably available or readily obtainable regarding Seller to assist Xxxxx in preparing Buyer’s pro forma financial statements to the Financing in form extent specified by SEC Regulation S-X, and substance reasonably acceptable designating, upon request, whether any such information is suitable to O&M Contractorbe made available to lenders and other investors who do not wish to receive material non-public information, Owner and the Project Lender; (biv) shall deliver designating one or more members of senior management of Seller 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) shallparticipate, at Owner’s reasonable requesttimes and upon reasonable notice, attend and participate in due diligence sessions, drafting sessions, management presentations, rating agency presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5customary confidentiality provisions), lender meetings (including one-on-one meetings), and one or more road shows, (iiv) include a description of the material provisions of this Agreement requesting ML&P’s independent auditors to cooperate reasonably with Buyer’s independent auditors, participate in customary accounting due diligence sessions, and provide customary accountant’s comfort letters and consents that are used 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 Debt Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.and

Financing Assistance. O&M Contractor (a) Buyer shall cooperate use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable, or proper to obtain the Debt Financing on or prior to the Closing Date. Buyer shall give Seller prompt Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 written notice if and when Xxxxx becomes aware that any portion of the Debt Financing may not be available for the purposes of consummating the transactions contemplated by this Agreement. Buyer shall keep Seller informed on a reasonably current basis with Owner in connection with Ownerreasonably detailed information about the status of Xxxxx’s efforts to obtain and maintain any the Debt Financing. Without limiting Buyer shall not take any action that would reasonably be expected to materially delay or prevent the generality consummation of the foregoingtransactions contemplated hereby, O&M Contractor: including the Debt Financing. (ab) Seller shall execute use its commercially reasonable efforts to cause its officials, employees, attorneys, accountants, and other Representatives to provide all customary cooperation that is reasonably requested by Xxxxx and reasonably necessary to arrange for and obtain the Debt Financing, to the extent that the participation by members of management of Seller is reasonably necessary in connection therewith. Seller shall provide such typical commercially reasonable assistance as is customarily provided for in financings of the type contemplated by the Debt Financing, including using commercially reasonable efforts, at Buyer’s cost and expense, in (i) (A) designating one or more members of senior management of Seller to participate in, at reasonable times and upon reasonable notice, a reasonable number of investor presentations and rating agency materials and presentations and (B) assisting with the preparation of customary offering documents as an operations and maintenance contractor executes in a project finance transaction materials of Buyer, including private placement or as Owner reasonably requests offering memoranda, bank information memoranda, bank syndication material and packages, and similar documents and materials, in connection with obtaining the Debt Financing (all such documents and maintaining materials, collectively, the “Offering Documents”), (ii) furnishing to Buyer all ML&P Information (including execution of customary authorization and management representation letters) as may be reasonably requested by Buyer to assist in the preparation of the Offering Documents, (iii) providing information that is reasonably available or readily obtainable regarding Seller to assist Buyer in preparing Buyer’s pro forma financial statements to the extent specified by SEC Regulation S-X, and designating, upon request, whether any such information is suitable to be made available to lenders and other investors who do not wish to receive material non-public information, (iv) designating one or more members of senior management of Seller to participate, at reasonable times and upon reasonable notice, in due diligence sessions, drafting sessions, management presentations, rating agency presentations (subject to customary confidentiality provisions), lender meetings (including one-on-one meetings), and one or more road shows, (v) requesting ML&P’s independent auditors to cooperate reasonably with Buyer’s independent auditors, participate in customary accounting due diligence sessions, and provide customary accountant’s comfort letters and consents that are used in any offering document for the Debt Financing, including and (vi) assisting in the preparation of, and executing and delivering at the Closing, definitive documents related to the Debt Financing and other customary certificates and documents as may be reasonably requested by Xxxxx. Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 (c) Notwithstanding anything to the contrary contained in this Section 6.13, nothing in this Section 6.13 shall require any such cooperation to the extent that it would (i) require Seller to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities, (ii) unreasonably interfere with the Business, (iii) require Seller to enter into or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation, (iv) require Seller to prepare pro forma financial statements or pro forma adjustments reflecting the Debt Financing or the transactions contemplated by this Agreement (provided that Seller shall otherwise cooperate with the preparation of such pro forma financial statements and pro forma adjustments prepared by Buyer), (v) require Seller to approve or authorize the Debt Financing, or (vi) require Seller to cause the delivery of (A) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Debt Financing, other than accountants’ customary comfort letters as contemplated by clause (v) of Section 6.13(b), (B) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, or any financial information, in each case, in a consent to assignment and any certifications and opinions required form not customarily prepared by Seller with respect to any period (provided, that for the Financing in form and substance reasonably acceptable to O&M Contractoravoidance of doubt, Owner and the Project Lender; foregoing clause (bB) shall deliver not be relied upon to Owner prevent Seller from delivering its year-end audited financial statements or quarterly unaudited financial statements to the extent otherwise required by this Agreement or assisting Buyer reasonably in preparing necessary information ) or (C) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than [●] days, or [●] days in the case of an annual period, prior to the date of such request. (d) Buyer shall (i) promptly reimburse Seller for all reasonable out-of-pocket costs or expenses (including reasonable and the Project Lender information customarily provided documented costs and expenses of counsel and accountants) incurred by Seller or any of its Representatives in connection with a project financing any cooperation provided for 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)6.13, and (ii) include indemnify and hold harmless Seller and each and all of its Representatives from and against any Losses incurred as a description of result of, or in connection with, any cooperation provided for in this Section 6.13 or the material provisions of this Agreement in any offering circular or document required for the Debt 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 information used in connection therewith, unless Seller acted in bad faith or with tax-exempt Financing or any Financing or gross negligence and other arrangements effected to reduce taxes on than in 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 case 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 opinionsfraud.

Financing Assistance. O&M Contractor (a) Following the date of this Agreement and prior to the Closing Date, Sellers shall cooperate with Owner (and shall cause the Manager to cause the other Subject Entities and their respective Representatives (as applicable) to) use commercially reasonable efforts to provide to Acquiror such reasonable and customary cooperation in connection with Owner’s efforts to obtain and maintain any Financingfinancing by Acquiror or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, in each case as may be reasonably requested by Acquiror or its Representatives. Without limiting the generality of the foregoing, O&M Contractor: Sellers shall, and shall cause the Manager to cause the other Subject Entities and their respective Representatives (aas applicable) shall execute to, upon reasonable request, (i) furnish the report of the ELK’s auditor on the three most recently available audited consolidated financial statements of the ELK and its Subsidiaries and use its commercially reasonable 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 commercially reasonable efforts to cause such auditor to provide customary comfort letters (including “negative assurance” comfort and change period comfort) (with customary bring-down comfort letters delivered on the closing date of any such financing) 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 ELK and maintaining its Subsidiaries as may be reasonably necessary to consummate any Financingsuch financing; it being understood that Acquiror 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 auditors, of ELK and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or ELK’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 ELK and its Subsidiaries to provide reasonable assistance with Acquiror’s or its Subsidiaries’ preparation of business projections, financing documents and offer materials and other materials for due diligence and drafting sessions, rating agency presentations and road shows, if any, related to such financing; (v) to the extent requested in writing at least ten Business Days prior to the Closing Date, provide at least three Business Days prior to the Closing Date any information and 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 any Subject Entities qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Subject Entities necessary to complete a consent to assignment and any certifications and opinions required Beneficial Ownership Certification with respect to the Financing Subject Entities); (vi) assist in form the preparation of (but not entering into or executing) authorization letters, opinions and substance certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Acquiror or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Closing; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, rating agency presentations and other marketing and syndication materials reasonably acceptable requested by Acquiror; (viii) permit Acquiror or its Subsidiaries’ reasonable use of the Subject Entities’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to O&M Contractoradvance 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, Owner as applicable (including the participation in such meetings of the ELK’s senior management), in each case at times and locations to be mutually agreed; (x) assist in procuring any necessary rating agency ratings or approvals; and (xi) as soon as reasonably practicable after obtaining actual knowledge thereof, supplementing the Project Lender; written information provided pursuant to this Section 6.4 to the extent that any such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. (b) Notwithstanding anything in this Section 6.4 to the contrary, (i) in fulfilling their respective obligations pursuant to this Section 6.4, none of Sellers, the Manager, the other Subject Entities or their respective Representatives shall deliver be required to Owner (u) 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 (including 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 VII to fail to be satisfied or otherwise cause any breach of this Agreement), (v) create, provide, update or have audited or reviewed 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, (w) provide access to or disclose information that Sellers, the Manager, the other Subject Entities or their respective Representatives reasonably determine would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, any of Sellers, the Manager, the other Subject Entities or their respective Representatives (provided, that Sellers shall, and shall cause the Project Lender information customarily provided Manager to cause the other Subject Entities to, use commercially reasonable efforts to allow for cooperation in a manner that does not result in the events set out in this clause (w)), (x) pay any commitment or other fee, provide any security or incur any other liability in connection with a project any financing in format and content mutually acceptable (including any Debt Financing) prior to the Parties regarding Closing, (y) enter into any definitive agreement the financial capability effectiveness of O&M Contractor which is not conditioned upon the Closing; or (z) give any indemnities that are effective prior to the Closing, (ii) any requested cooperation pursuant to this Section 6.4 shall not unreasonably interfere with the ongoing operations of Sellers, the Manager or the other Subject Entities, and (iii) Acquiror shall, promptly upon request by Xxxxxxx, reimburse Sellers, the Manager and the other Subject Entities for all reasonable and documented out-of-pocket costs incurred by Sellers, the Manager, the other Subject Entities and their respective Representatives in connection with such cooperation. Acquiror shall facilitate reasonable inspections indemnify and hold harmless Sellers, the Manager, the other Subject Entities and their respective Representatives from and against any and all losses or damages actually suffered or incurred by them directly in connection with the arrangement of any such financing (including any Debt Financing) (other than to the extent related to information provided by Sellers, the Manager, the other Subject Entities or their respective Representatives). In addition, no action, liability or obligation of Sellers, the Manager, the other Subject Entities and their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any financing (including any Debt Financing) will be effective until the Closing, and none of Sellers, the Manager, the other Subject Entities or their respective Representatives will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the SiteClosing or that must be effective prior to the Closing. Nothing in this Section 6.4 will require Sellers, the Manager, the other Subject Entities or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing (including any Debt Financing) or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing (including any Debt Financing) prior to the Closing. Nothing in this Section 6.4 shall require (A) any officer or Representative of Sellers, the Manager or the other Subject Entities to deliver any certificate or take any other action under this Section 6.4 that could reasonably be expected to result in personal liability to such officer or Representative; or (B) any governing body to approve any financing or contracts related thereto prior to Closing (it being understood and agreed that all such certificates, opinions or resolutions shall be delivered by any officer or board members of the Subject Entities immediately after the Closing). Sellers, the Manager, the other Subject Entities and their respective Representatives shall not be required to deliver any legal opinions or solvency certificates. (c) shallNotwithstanding anything to the contrary herein, at Owner’s reasonable requestthe condition set forth in Section 7.2(b) as it applies to Sellers’ obligations under Section 6.4(a), attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to shall be deemed satisfied unless (i) provide this Agreement Sellers have failed to potential Project Lenders (subject to satisfy their obligations under Section 17.5)6.4(a) in any material respect, and (ii) include Acquiror has notified Sellers of such failure in writing a description reasonably sufficient amount of time prior to the material provisions Closing Date to afford Sellers with a reasonable opportunity to cure such failure and (iii) such failure has been a proximate cause of Acquiror’s failure to receive the proceeds of any financing. Acquiror acknowledges and agrees that obtaining any financing is not a condition to its obligations under this Agreement. If any financing has not been obtained, Acquiror shall continue to be obligated, until such time as the Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed is terminated in accordance with Applicable LawArticle IX and subject to the waiver or fulfillment of the conditions set forth in Article VII, 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 complete 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 transactions contemplated by 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) Aastra shall, and shall cooperate cause its Subsidiaries to, provide such co-operation (including with Owner respect to timeliness) to Mitel as Mitel may reasonably request, in connection with Owner’s the arrangements by Mitel to obtain new or amend any existing credit facilities, subject to the terms hereof (provided that: (A) such request is made on reasonable notice; (B) such cooperation does not unreasonably interfere with the ongoing operations of Aastra and its Subsidiaries or unreasonably interfere with or hinder or delay the performance by Aastra or its Subsidiaries of their obligations hereunder; (C) Aastra shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by Aastra or its Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to Aastra or its Subsidiaries upon the termination of this Agreement; and (D) any actions taken hereunder are in compliance with Section 5.1, including, but not limited to: (i) participating in meetings, presentations, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies; (ii) furnishing Mitel and its proposed lenders with such financial and other pertinent information regarding itself as may be reasonably requested by Mitel, including, reconciliation of financial information from IFRS to U.S. GAAP and including, without limitation, customary “know your customer” and Patriot Act information; (iii) assisting Mitel and any lenders in the preparation of any lender and investor presentations, rating agency presentations, bank information memoranda (for both public and private investors, and including the delivery of customary representation letters) as contemplated by the Mitel Commitment Letter and similar documents for the financing; (iv) cooperating with the marketing efforts of Mitel and any lenders for any of the Mitel Financing (including making its senior management available to participate in bank meetings, assisting Mitel and the Lenders in the preparation of materials and financial and other information for rating agency presentations); (v) assisting in the preparation of definitive financing documents as may be reasonably requested by Mitel; (vi) facilitating the pledging of collateral and removal of liens; provided that no obligation of Aastra or its Subsidiaries under any agreement, document or pledge shall be operative until the Effective Date; (vii) obtaining assistance of its accountants to provide consents for the use of their reports in materials related to the financing under the Mitel Commitment Letter; (viii) using commercially reasonable efforts to obtain surveys, consents, approvals, authorizations, customary payoff letters, instruments of termination or discharge, environmental assessments and maintain any Financing. Without limiting the generality title insurance (including by providing such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Mitel; (ix) executing and delivering, to be effective as of the foregoingEffective Time, O&M Contractor: any certificates, legal opinions or documents, as may be reasonably requested by Mitel (aincluding an officer’s certificate of Mitel or any of its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing or securities issue); (x) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction taking all corporate action necessary to permit the consummation of the Mitel Financing, including entering into one or as Owner more credit agreements, security agreements or other instruments or agreements on terms reasonably requests satisfactory to Mitel in connection with obtaining and maintaining any such financing, to be effective no earlier than the Effective Date, to the extent direct borrowings or debt incurrence by Mitel or its Subsidiaries is contemplated for such Mitel Financing, including a and reasonably assisting in the negotiation thereof; (xi) permitting the use, without compensation, of Aastra’s trademarks and/or logos in materials relating to the Mitel Financing; and (xii) otherwise using commercially reasonable efforts in connection with the arrangements by Mitel to obtain the Mitel Financing. (b) Notwithstanding Section 5.8(a), neither Aastra nor any of its Subsidiaries shall be required by Mitel to: (i) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to assignment and the Effective Time; or (ii) take any certifications and opinions action or do anything that would: (A) contravene any applicable Law; or (B) contravene any of Aastra or any of its Subsidiaries’ agreements that relates to borrowed money; or (C) be capable of impairing or preventing the satisfaction of any condition set forth in 6.3; or (iii) commit to take any action that is not contingent on the consummation of the transactions contemplated herein at the Effective Time; or (iv) except as required to comply with applicable Laws, disclose any information that in the reasonable judgment of Aastra would result in the disclosure of any trade secrets or similar information or violate any obligations of Aastra or any other Person with respect to the Financing in form confidentiality. (c) Mitel shall promptly upon request by Aastra and substance reasonably acceptable from time to O&M Contractor, Owner time reimburse Aastra and the Project Lender; its Subsidiaries for all reasonable out-of-pocket costs (bincluding legal fees) shall deliver to Owner and the Project Lender information customarily provided incurred by Aastra or its Subsidiaries 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 any of the Site; (c) shallactions contemplated by this Section 5.8 including, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide if 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 is terminated by Aastra in accordance with Applicable Lawits terms other than due to a termination described in Section 7.2(a)(iii), 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 any unwinding or any Financing similar transactions by Aastra or other arrangements effected its Subsidiaries required as a result of actions taken pursuant 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 opinionsSection 5.8.

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 In the Financing in form and substance reasonably acceptable to O&M Contractor, Owner period between the date hereof and the Project Lender; (b) Closing Date, upon the request of Purchaser, Seller shall deliver to Owner cause the Company and the Project Lender information customarily provided in connection with a project financing in format its Subsidiaries, and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents and shall facilitate reasonable inspections of the Site; (c) shallother representatives, at OwnerPurchaser’s reasonable requestsole expense, 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 the arrangement and obtaining of the Debt Financing, including (i) providing to Purchaser and the Debt Financing or Sources from time to time information regarding the Company and its industry reasonably requested by them, to the extent such information is reasonably available to the Company and reasonably necessary in order to consummate the arrangement and the borrowings of loans contemplated by the Debt Financing, (ii) participating in a reasonable number of meetings, presentations and due diligence sessions with prospective lenders and sessions with rating agencies in connection with the Debt Financing, (iii) assisting with the preparation of materials for rating agency presentations, offering and syndication documents, business projections and similar marketing documents reasonably and customarily required in connection with the Debt Financing (provided, that Purchaser shall be solely responsible for the preparation of any Financing pro forma financial statements contained therein), (iv) executing and delivering, as of the Closing, any guarantees, pledge and security documents, other definitive financing documents, or other arrangements effected certificates or documents contemplated by the Commitment Letter and hedging agreements as may be reasonably requested by Purchaser and otherwise reasonably facilitating the pledging of collateral. However, notwithstanding anything to reduce taxes on the Project contrary contained in this Agreement (including this Section 5.16), nothing in this Agreement shall require any cooperation to the extent that it would (i) require (A) Seller to waive 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 amend any terms of this Agreement, absence (B) the board of conflictsdirectors (or similar managing body) of the Company or any of its Subsidiaries to take any action, and or (C) the legal status Company or any of O&M Contractorits Subsidiaries or representatives, as Owner applicable, to agree to pay any commitment, financing or other fees or reimburse any Project Lender may reasonably request expenses prior to the Closing or to approve the execution or delivery of any document or certificate in connection with obtaining the Debt Financing (and maintaining no officer of the Company or any of its Subsidiaries who is not an officer of the Company upon the Closing shall be obligated to execute or deliver any document or certificate in connection with the Debt Financing and no counsel for the Company or any of their respective Subsidiaries shall be obligated to deliver any opinion in connection with the Debt Financing), provided that Owner shall reimburse O&M Contractor (ii) require the Company or any of its Subsidiaries to obtain or provide audited financial statements for any thirdperiod, (iii) unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries, (iv) require the Company or its Subsidiaries to take any action that would conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any Laws or would result in a violation or breach of, or default under, any contract or agreement to which the Company or any of its Subsidiaries is a party or (v) result in any officer or director of the Company or any of their respective Subsidiaries incurring any personal liability with respect to any matters relating to the Debt 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 the authorization letters referred to above) shall be effective until the Closing and neither the Company nor 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 Closing) or that would be effective prior to the Closing. Notwithstanding anything in this Section 5.16 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 the Debt Financing prior to the Closing. (b) Purchaser shall, promptly upon request by Seller or the Company or promptly after termination of this Agreement, reimburse Seller for all reasonable out-party expense reasonably of-pocket expenses and costs incurred by Seller, the Company and their respective Subsidiaries in providing such opinionsconnection with the performance of Seller’s obligations under this Section 5.16. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges and agrees that the Company and its Subsidiaries shall not, prior to the Closing, be obligated to incur any liability or commitment to any person under any financing (including the Debt Financing) that Purchaser may raise in connection with the transactions contemplated by this Agreement and the other Transaction Documents or any cooperation provided by this Section 5.16 and that Purchaser shall indemnify and hold harmless Seller, the Company and their respective Subsidiaries and their respective officers, directors, employees, Affiliates and/or agents from an against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith. .

Financing Assistance. O&M Contractor (1) Subject to Section 4.6(2), the Company shall cooperate with Owner in connection with Owner’s use commercially reasonable efforts to obtain provide and maintain any Financing. Without limiting the generality of the foregoingcause its Subsidiaries to provide, O&M Contractor: (a) and shall execute such typical documents as an operations use its reasonable best efforts to cause its and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financingtheir respective Representatives, including a consent legal and accounting, to assignment and any certifications and opinions required provide, such customary cooperation (including 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 relating to the Debt Financing and maintaining the Sponsor Financing, including using commercially reasonable efforts to: (a) cooperate with the diligence efforts of the Purchaser, the Sponsors and any Debt Financing Source for all or any portion of the Debt Financing, in each case, upon reasonable notice and at mutually agreeable dates and times; (b) furnish the Purchaser and any Debt Financing Source, as promptly as reasonably practicable, with the Financing Information and updating and correcting any Financing Information in order to ensure that such Financing Information satisfies the Compliance Requirements; (c) obtain and deliver, in escrow subject to receipt of funds from the Purchaser sufficient to make the applicable repayment, at least 3 Business Days prior to the Effective Date an executed payoff letter with respect to any indebtedness for borrowed money (to the extent requested by the Purchaser) being repaid by the Financings and facilitate the removal of Liens where the obligations secured thereby are being fully repaid by the Financings by arranging for Lien terminations and releases and instruments and acknowledgements of discharge, in each case acceptable to the Purchaser, acting reasonably, and subject to receipt of funds from the Purchaser sufficient to make such repayment; provided that Owner no obligation of the Company or any of its Subsidiaries under any agreement shall reimburse O&M Contractor be operative until the Effective Date; (d) assist in the preparation of a bank confidential information memorandum and rating agency presentations, lender presentations and other marketing materials that are customary in connection with financings similar to the Debt Financing, and causing management of the Company and its Subsidiaries (with appropriate seniority and expertise) to participate in marketing efforts (including a reasonable number of meetings and calls and a reasonable number of presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions), and sessions with prospective lenders and investors and commitment parties, purchasers and rating agencies), in each case at reasonable times and locations mutually agreed; (e) obtain from the Company’s independent auditors and accountants, consistent with customary practice, comfort letters and consents customary for financings similar to the Debt Financing, and providing customary information and assistance reasonably necessary to assist the Purchaser and their counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (f) execute and deliver (or assist in the execution and delivery of), as of the Effective Time, any thirdpledge and security documents, other definitive financing documents or other certificates (including, but not limited to a solvency certificate of the chief financial officer and factual back-party expense up certificates for legal opinions) or documents as may be reasonably incurred requested by the Purchaser, including to facilitate the pledging of collateral; (g) prevent the offer, placement or arrangement of any debt securities or syndicated credit facilities by or on behalf of the Company or any of its Subsidiaries (except as permitted by this Agreement); (h) taking all actions reasonably necessary to permit the Purchaser to appraise and evaluate the Company’s assets; (i) assist the Purchaser in obtaining such consents and waiver as the Purchaser may reasonably require with respect to the EDC Credit Facility as soon as reasonably practicable following the date of this Agreement; (j) assist the Purchaser in connection with the preparation of pro forma financial information and pro forma financial statements of the Company and its Subsidiaries of the type required by the Debt Financing commitments or necessary or reasonably requested by Debt Financing Sources to be included in any customary marketing materials; provided that none of the Company nor any of its Subsidiaries or Representatives shall be required to actually prepare any such pro forma financial information; and (k) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing customary 10b-5 representations and representations that the public versions of such opinionsdocuments do not include material, non-public information about the Company or its Subsidiaries or their securities and the accuracy of the information contained in the disclosure and the marketing materials. (2) The Company or any of its Subsidiaries and their respective Representatives shall only be required to undertake the actions described in Section 4.6(1) provided that: (a) such actions are requested on reasonable notice and do not unreasonably interfere with the ongoing business operations of the Company or its Subsidiaries; (b) the Company shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that 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; (c) neither the Company nor any of its Subsidiaries 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; (d) neither the Board nor any of the Company’s 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; (e) no employee, officer or director of the Company or any of its Subsidiaries shall be required to take any action which would result in such 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; (f) any participants in the Debt Financing or the Sponsor Financing acknowledge the confidentiality of Confidential Information (as defined in the Confidentiality Agreement) received by them (including through customary “click-through” confidentiality undertakings on IntraLinks,

Financing Assistance. O&M Contractor (1) The Company shall, and shall cooperate with Owner in connection with Owner’s cause its Subsidiaries to, and shall use its commercially reasonable efforts to obtain cause its and maintain any Financing. Without limiting the generality of the foregoingits Subsidiaries’ Representatives to, O&M Contractor: (a) shall execute provide such typical documents as an operations customary 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 timely cooperation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with any debt or equity financings or issuances of any other securities of the Purchaser, or the Company or any of its Subsidiaries, as contemplated by the Purchaser or any of its affiliates, including any new credit facilities or amendments to any existing credit facilities, but excluding any Preferred Share Offerings (which are addressed in Section 4.6) in each case in connection with the Arrangement (each, a “Financing”), including: (a) participating in meetings (including meetings with rating agencies and roadshow and other marketing meetings), drafting sessions and due diligence sessions; (b) furnishing the Purchaser and its proposed investors, lenders, arrangers, agents, and underwriters with such financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Purchaser; (c) assisting the Purchaser and its proposed investors, lenders, arrangers, agents, and underwriters (upon delivering signed non-disclosure undertakings in customary form, where applicable) in the preparation of, and providing the Purchaser a written authorization for the release of information in: (A) necessary, customary or advisable offering materials (including prospectuses, offering and information memoranda, and road show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement; and (B) necessary, customary or advisable materials for rating agency presentations; (d) cooperating with the Purchaser in connection with applications to obtain such consents, waivers, estoppels, approvals or authorizations from third parties or Governmental Entities which may be reasonably necessary or desirable in connection with any Financing; (e) requesting from the Company’s existing financing sources such customary documents in connection with any 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) using its commercially reasonable efforts to (i) allow the Purchaser’s proposed investors, lenders, arrangers, agents, and underwriters to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto, or (ii) obtain customary accountants’ comfort letters and legal opinions and other documentation and items relating to any Financings as reasonably requested by the Purchaser and, if reasonably requested by the Purchaser, to cooperate with and assist in obtaining such documentation and maintaining items; (g) 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 Purchaser (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 any such Financing); and (h) taking all actions, providing all such other information and assistance as reasonably requested by the Purchaser that are necessary to consummate such Financings and to permit the proceeds thereof to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated hereby. (2) Notwithstanding Section 4.10(1), neither the Company nor any of its Subsidiaries shall be required to: (i) pay any fees or out-of-pocket costs associated with any such Financing prior to the Effective Time; (ii) make any binding commitment to borrow money, which commitment is not conditional upon the consummation of the Arrangement, in connection with any such Financing; or (iii) require any Company Employee, officer or director of the Company or any of its Subsidiaries to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an officer) with respect to any matters related to any such Financing. (3) If this Agreement is terminated (other than by the Purchaser pursuant to Section 6.2(1)(d)(i)), the Purchaser shall, promptly upon request by the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of- pocket costs and expenses (including reasonable and documented out-of-pocket legal fees) incurred by the Company or its Subsidiaries in connection with any of the actions contemplated by Section 4.10(1), and shall indemnify and save harmless the Company and its Subsidiaries and their respective Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with the cooperation of the Company and its Subsidiaries contemplated by Section 4.10(1), except to the extent arising from the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company or its Subsidiaries. (4) Subject, in each case, to the rights and claims of the Purchaser under any of the definitive agreements with respect to any Financings, (i) the Company and each of its Subsidiaries and their respective Representatives shall not have any rights or claims against, and this Agreement may not be enforced against, any investor, lender, arranger, agent, underwriter or other financing source of the Purchaser in any way relating to this Agreement, any of the definitive agreements with respect to any Financing, provided that Owner or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Persons with respect to the transactions contemplated hereby or by any of the definitive agreements with respect to any Financing, whether at law or in equity, in contract or in tort, or otherwise, and (ii) no investor, lender, arranger, agent, underwriter or other financing source of the Purchaser shall reimburse O&M Contractor have any liability (whether at law or in equity, in contract or in tort, or otherwise) to any of the Company or any of its Subsidiaries or any of their respective Representatives under this Agreement or any of the definitive agreements with respect to any Financing or for any third-party expense reasonably incurred claim based on, in providing respect of, or by reason of, the transactions contemplated hereby or by any of the definitive agreements with respect to any Financing, including any dispute arising out of or relating in any way to the performance of any financing commitments, including any Financing. The Company, on behalf of itself and of its Subsidiaries and their respective affiliates, directors, officers, employees, agents, partners, managers, members or shareholders, hereby waives any and all claims and causes of action (whether at law or in equity, in contract or in tort) against any such opinionsinvestor, lender, arranger, agent, underwriter or other financing sources that may be based upon, arise out of or relate to this Agreement, the definitive agreements with respect to any Financing, or the transactions contemplated hereby or thereby.

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 Xxxxx, 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 Xxxxx 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; time requested by Xxxxx. Seller and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the financing contemplated by the Commitment Letter, and Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Seller and its Representatives. (b) Buyer shall deliver to Owner indemnify and the Project Lender information customarily provided hold harmless Seller, its Subsidiaries and its and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them 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 arrangement of the Site; (cfinancing contemplated by the Commitment Letter and the performance of their respective obligations under Section 5.25(a) and any information utilized in connection therewith. Whether or not the Closing occurs, Buyer shall, at Owner’s promptly upon written request by Xxxxxx, reimburse Seller and its Subsidiaries for all reasonable requestand documented out-of- pocket costs and expenses incurred by Seller or its Subsidiaries (including those of its accountants, attend consultants, legal counsel, agents and participate in presentations to actual and potential Project Lenders; (dother Representatives) 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 opinionsrequired by Section 5.25(a).

Financing Assistance. O&M (a) Contractor shall cooperate with Owner and provide reasonable assistance to Company, the Financing Entities and the Project insurers and their independent engineering, environmental, financial, legal, technical and other consultants, officers, employees, representatives and agents, in connection relation to their due diligence, financial, technical, scientific, engineering, accounting and environmental studies, monitoring, inspections, audits, and the creation and administration of Performance Tests of the Work and the Facility. Contractor shall execute and deliver such further instruments and documents, including notices, assignments, acknowledgements, consents and related instruments that may be reasonably required in order to effectuate the purposes or intent of this Agreement, including to facilitate any financing assignments, provided that such instruments and documents do not materially alter Contractor’s risks of performance or the timeliness of its cash flow. (b) Contractor shall cooperate with Ownerand assist Company in its negotiations with the Financing Entities to facilitate the Company’s efforts to obtain and maintain any Financingfinancing for the Project. Without limiting the generality of the foregoing, O&M Contractor: (a) Contractor shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests bear its own out-of-pocket expenses incurred in connection with such cooperation and assistance and acknowledges and agrees that the involvement and support of a senior level executive of the Guarantor may be required. (c) Contractor shall cooperate with Company’s efforts in obtaining and maintaining any Financingfinancing on a non-recourse (or other) basis for the Project and shall procure and execute such documents and do such other things as Company or the Financing Entities may reasonably request (and upon terms and conditions that are customary for similar types of financing) in connection therewith, including a consent to assignment and any certifications and opinions required with respect including: (i) certifying to the Financing Entities that this Agreement is in form full force and substance reasonably acceptable to O&M Contractor, Owner effect and the Project Lender; (b) shall deliver to Owner has not been modified or amended 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 that there are no defaults under this Agreement to potential Project Lenders Contractor’s knowledge (subject to Section 17.5except, in each case, as specifically stated in such certification), and ; (ii) include providing legal opinions to the Financing Entities confirming that this Agreement is a description legal, valid and binding obligation enforceable against Contractor; (iii) if requested by Company, delivering to the Financing Entities, certified copies of its certificate of formation, articles of incorporation or association, resolutions, financial statements, evidence of insurance, and such similar items as may be reasonably requested by Company on behalf of the material Financing Entities; (iv) if required by the Financing Entities or the Independent Engineer, submitting any deliverables relating to the planning or management of the Work or technical execution of the Work or other items needed to evaluate the Contractor’s plans for and approach to the execution and management of the Work; (v) if reasonably required by the Financing Entities, entering into a direct agreement between the Collateral Agent and Contractor within fourteen (14) Days of a request by Company to do so, on terms reasonably required by the Financing Entities; (vi) obtaining and providing a clear Lien and privilege certificate, or similar documentation, run at such time as Company or the Financing Entities direct, evidencing that no Liens have been filed against the Project, the Work or the Facility (or that any such Liens have been bonded or discharged); (vii) providing such information as reasonably requested by the Financing Entities in respect of this Agreement and the documents referred to herein and meeting with such Financing Entities at Contractor’s offices when reasonably requested; and (viii) modifying or clarifying provisions of this Agreement in any offering circular as reasonably requested by the Financing Entities or document required Company; provided that such modification or clarification does not materially increase Contractor’s risks of performance, or the timeliness of its cash flow, absent the Parties’ agreement to an equitable Change (agreement to which by Contractor shall not be unreasonably withheld, conditioned or delayed). (d) Contractor shall use all commercially reasonable efforts to ensure that its first-tier Subcontractors do all things reasonably necessary to comply with the requests of the Financing Entities that are within the control of Contractor or its first-tier Subcontractors to enable Company to fully utilize the financing received for the Financing and/or, if Project and consistent with the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file requirements and limitations of this Agreement as an exhibit to such registration statement or other disclosure; Section 14.13. (e) at Owner’s request, shall reasonably cooperate Company will deliver to Contractor a Notice stating that Company has executed definitive written agreements with the independent engineer Financing Entities related to the financing of the development and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall construction of the Facility as soon as reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on practicable after 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 date such opinionsagreements have been executed.

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 (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to provide such cooperation that is customary as may be reasonably requested by Parent to assist Parent in arranging, obtaining or syndicating the debt financing provided by the Bridge Facility Agreement (or any financing intended to replace or refinance the debt financing provided by the Bridge Facility Agreement) or any other third party debt financing necessary or incurred by Parent, any wholly owned Subsidiary of Parent or any Merger Sub to consummate the transactions contemplated hereby (the “Debt Financing”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries or require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement), including using commercially reasonable efforts to: (i) reasonably cooperate with Owner the customary marketing efforts or due diligence efforts of Parent in connection with Owner’s efforts to obtain and maintain all or any Financing. Without limiting the generality portion of the foregoingDebt Financing, O&M Contractor: (a) shall execute such typical documents as an operations including making available members of the management team with appropriate seniority and maintenance contractor executes expertise to assist in preparation for and to participate in a project finance transaction or as Owner reasonably requests mutually agreed number (on reasonable notice) of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with proposed lenders, underwriters, initial purchasers, placement agents, investors and rating agencies, (ii) on reasonable notice comment on customary offering memoranda, rating agency presentations, bank information memoranda, lender and investor presentations, road show materials, confidential information memoranda, registration statements, prospectuses, prospectus supplements, private placement memoranda, and similar documents customarily required in connection with obtaining and maintaining any the Debt Financing, including a consent the marketing and syndication thereof, (iii) cause the Company’s independent accountants and/or auditors to assignment and any certifications and opinions required provide customary cooperation with respect the Debt Financing, (iv) (I) to the extent customary for Parent to prepare marketing materials for any Debt Financing in form and substance reasonably acceptable to O&M Contractorof the applicable type, Owner furnish Parent and the Project Lender; applicable Financing Sources with (bA) shall deliver audited consolidated balance sheets and related audited statements of operations, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than sixty (60) days prior to Owner the Closing Date, (B) unaudited consolidated balance sheets and related unaudited consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows of the Project Lender Company for each subsequent interim quarterly period ended more than 40 days prior to the Closing Date, in the case of each of clauses (I)(A) and (I)(B), prepared in accordance with GAAP, and (C) if the Parent is pursuing a registered public offering of debt securities and has notified the Company of such election, such other historical financial and other information customarily provided of the type required by Regulation S-X and Regulation S-K under the 1933 Act in each case that is customary for such offering or as otherwise necessary to permit the Company’s independent accountants and/or auditors to issue customary “comfort letters” to Parent’s Financing Sources in connection with a project financing such offering, including as to customary negative assurances required to consummate such offering (it being understood that the Company need only to provide information to assist the Parent in format and content mutually acceptable to the Parties regarding the preparation of pro forma financial capability of O&M Contractor information, and shall facilitate reasonable inspections of the Site; (c) shallnot in any event be required to provide pro forma financial statements, 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 17.5projections or pro forma adjustments), and (iiII) include a description furnish Parent and its Financing Sources with such other customary information relating to the Company and its Subsidiaries that is reasonably requested by Parent and is customarily required in marketing materials for Debt Financings 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 opinionsapplicable type.

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 Target Companies shall be required to approve, adopt, execute or enter into or perform any agreement with respect to any Financing that is not contingent upon the Closing and that would be effective prior to the Closing. (b) Upon the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Purchaser shall promptly reimburse the Seller, the Target Companies and its and their respective Representatives for all reasonable, documented and invoiced out-of-pocket fees, costs and expenses (including reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred by such Persons in connection with any offering circular cooperation contemplated by this Section 7.13. (c) The Purchaser shall indemnify and hold harmless each Target Company and their respective Representatives from and against any and all losses and other liabilities actually suffered or document required incurred by any of them directly in connection with the arrangement and preparation of any Financing and any information used in connection therewith (including if related to information provided by Sellers, the Target Companies or their respective Representatives), in each case other than as a result of Fraud or willful misconduct by or on behalf of such Person or Representative. (d) Notwithstanding anything in this Agreement to the contrary, the Closing shall not be conditioned upon, nor shall the Parties’ obligations with respect to the Closing be excused by reason of, the failure to comply with, performance of or nonperformance of any of the Parties’ obligations set forth in this Section 7.13. The Sellers and Target Companies shall be deemed to have complied with this Section 7.13 for the Financing and/orpurposes of any condition set forth in Article VIII, if unless (i) the Sellers or Target Companies have failed to satisfy their obligations under this Section 7.13, (ii) the Purchaser has notified the Sellers or the Target Companies of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this Section 7.13 in order to cure such breach in a reasonably sufficient amount of time prior to the Closing Date to afford the Sellers or the Target Companies with a reasonable opportunity to cure such failure, (iii) the Sellers and Target Companies have not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the Outside Date to consummate 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 and (iv) such breach is the proximate cause of the Purchaser’s failure to such registration statement or other disclosure; receive the proceeds of any Financing. (e) at Owner’s request, shall reasonably cooperate with Notwithstanding anything to the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate contrary 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 the consummation 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 Financing shall not be a condition to 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 (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 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 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 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 adjustments to any pro forma financial information required to be provided in 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 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: (a) cooperating with the diligence efforts of the Purchaser and any Lender for all or any portion of the Debt Financing, in each case, upon reasonable notice and at mutually agreeable dates and times; (b) if requested by the Purchaser, furnishing the Purchaser and its proposed Lenders at least five Business Days prior to the Effective Date with all documentation and other information reasonably requested by the Lenders related to the Company, its Subsidiaries and the Non-Controlled Entities as required by any Lender with respect to the Debt Financing under applicable “know your customer” rules and regulations, including the PATRIOT Act (United States) to the extent requested at least eight Business Days prior to the closing of the Arrangement; (c) furnishing the Purchaser and its proposed Lenders, as applicable, as promptly as reasonably practicable, with the Financing Information and updating and correcting any Financing Information in order to ensure that such Financing Information satisfies the Compliance Requirements; (d) facilitating the removal of Liens by arranging for customary payoff letters, lien terminations and releases and instruments and acknowledgements of discharge (other than Liens on the property or assets of the Non- Controlled Entities), provided that Owner no obligation of the Company, its Subsidiaries or the Non-Controlled Entities under any agreement shall be operative until the Effective Date; (e) assisting in preparation of appropriate and customary materials reasonably required in connection with the Debt Financing and participating in marketing efforts (including a reasonable number of meetings and calls) and a reasonable number of presentations, drafting sessions, due diligence sessions (including accounting due diligence sessions), and sessions with prospective lenders and investors and commitment parties and purchasers, in each case at reasonable times and locations mutually agreed; (f) using commercially reasonable efforts to obtain from the Company’s accounting firm accountants’, consistent with customary practice, customary comfort letters and consents customary for financings similar to the Debt Financing, and providing customary information and assistance reasonably necessary to assist the Purchaser and its counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (g) executing and delivering (or assisting in the execution and delivery of), as of the completion of the Arrangement, any pledge and security documents, other definitive financing documents or other certificates (including, but not limited to a solvency certificate of the chief financial officer and factual back-up certificates for legal opinions) or documents as may be reasonably requested by the Purchaser and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness to the extent contemplated by this Agreement and the release of related Liens and termination of security interests); (h) preventing the offer, placement or arrangement of any debt securities or syndicated credit facilities by or on behalf of the Company or any of its Subsidiaries (except as permitted by this Agreement). (2) Notwithstanding Section 4.8(1), none the Company or any of its Subsidiaries shall be required to: (i) pay any commitment, consent or other similar fee, incur any liability, or provide or agree to provide any indemnity in connection with any such financing prior to the Effective Time; (ii) take any action or do anything that would: (a) contravene any applicable Law or its organizational or constating documents; (b) contravene any of the Company’s, any of its Subsidiaries’ or the Non-Controlled Entities’ agreements that relate to borrowed money or any Contract; (c) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; (d) cause any breach of this Agreement that would provide the Purchaser with the right to terminate this Agreement or seek indemnity, reimbursement of expenses or the payment of the Termination Fee under the terms hereof; (iii) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality; or (iv) waive or amend any terms of this Agreement. Nothing in this Agreement will require any Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to this Section 4.8 or any other provision of Section 4.8(1) that would or would reasonably be expected to result in personal liability to such Representative. (3) The Purchaser shall, promptly upon request by the Company (and in any event following termination of this Agreement), reimburse O&M Contractor the Company, its Subsidiaries and the Non- Controlled Entities for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal fees) incurred by the Company, its Subsidiaries or the Non-Controlled Entities in connection with any thirdof the actions contemplated by this Section 4.8, and shall indemnify and hold harmless the Company, its Subsidiaries, the Non-party expense Controlled Entities and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 4.8 or in connection with Financings. (4) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Debt Financing; provided, that such trademarks, trade names and logos are used solely (i) in a manner that is not intended, or reasonably incurred likely, to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries and (ii) solely in providing such opinionsconnection with a description of the Company, its business and products or the transactions contemplated by this Agreement (including the Debt Financing).

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) The Company shall cooperate with Owner use reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives to, provide such cooperation in connection with Owner’s efforts to obtain and maintain the Financing (which term, for purposes of this Section 6.13, shall include any Financing. Without limiting the generality alternate financing, including any debt or equity securities issued in lieu of the foregoingFinancing) as is necessary, O&M Contractor: (a) shall execute such typical documents as an operations customary and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financingrequested by Parent, 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 its 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 furnish Parent, as promptly as reasonably practicable, all historical financial and other customary information relating to potential Project Lenders (subject the Company to Section 17.5), Parent to the extent reasonably requested by Parent and (ii) include a description obtain customary draft comfort letters from the Company’s independent public accounting firm, which accountants would be prepared to issue at the pricing and closing of any offering of debt or equity securities issued as part of the Financing upon the completion of customary procedures, and cause such accountants to issue such comfort letters at the pricing and closing of any such offering. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.2(b), as applied to the Company’s obligations under this Section 6.13, shall be deemed to be satisfied unless the Financing has not been obtained as a direct result of the Company’s material provisions breach of its obligations under this Section 6.13 resulting from its Willful Breach, gross negligence or bad faith, as may be determined in a final, non-appealable order of a court of competent jurisdiction. (b) Notwithstanding the foregoing: (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (ii) neither the Company nor any of its Subsidiaries shall: (A) be required to pay any commitment or other similar fee or reimburse any costs and expenses in connection with the Financing prior to the Closing; (B) have any liability or obligation under any agreement or any document related to the Financing until the Closing occurs; (C) be required to incur any liability that is not expressly provided for in this Section 6.13(b) in connection with the Financing and not otherwise indemnified hereunder or otherwise indemnified on terms reasonably acceptable to the Company; (D) otherwise be required to take any action in violation or conflict with any of the Company’s or its Subsidiaries’ respective organizational documents or applicable Law or any Contract to which the Company or any Subsidiary is a party; (E) be required to deliver opinions of external or internal counsel; (F) be required to provide access to or disclose information that would reasonably be expected to jeopardize attorney-client privilege or contravene Law or violate any Contract; (G) be required to waive or amend any terms of this Agreement or any other Contract to which the Company or its Subsidiaries is a party with effect prior to the Closing Date; (H) be required to provide any cooperation to the extent it would cause (1) any condition to Closing set forth in Article VII not to be satisfied or (2) a breach of this Agreement; (I) be required to prepare separate financial statements for any Subsidiary of the Company, any pro forma financial statements or financial projections or any other financial statements or information not otherwise prepared by the Company in the ordinary course of its business; (J) be required to change any fiscal period; (K) be required to file or furnish, prior to the Effective Time, any reports or information with the SEC in connection with or as a result of the Financing (including as a result of the inclusion of any material, non-public information of or relating to the Company and its Subsidiaries in any offering circular document or document marketing materials relating to the Financing) and/or (L) be required for to execute, prior to the Financing and/orClosing Date, if the Financing must be registered or otherwise disclosed in accordance with Applicable Lawany definitive financing documents, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement including any credit or other disclosure; (e) at Owner’s requestagreements, shall reasonably cooperate with the independent engineer and any rating agencies pledge or credit enhancement entities associated with a Financing; (f) at Owner’s requestsecurity documents, shall reasonably cooperate or other certificates or documents in connection with tax-exempt Financing the Financing, if any such document or agreement becomes operative prior to the Closing, and no obligation of the Company or its Subsidiaries under any document, agreement or any other contract relating to the Financing or other arrangements effected shall be operative 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 planningClosing; and (giii) notwithstanding the foregoing, all corporate, limited liability or other organizational actions taken pursuant to this Section 6.13 shall provide Owner become effective only if and when the Project Lenders with legal opinions of counsel regarding Closing occurs and shall be derived exclusively from the execution, delivery and validity of this Agreement, absence of conflictsauthority of, and shall only be taken by, the legal status board of O&M Contractordirectors of the Company and its Subsidiaries or other governing body of the Company and its Subsidiaries as constituted after giving effect to the Closing. (c) Parent shall indemnify and hold harmless the Company and its Subsidiaries, as Owner and their respective Representatives, from and against any and all liabilities or any Project Lender may reasonably request losses suffered or incurred by them in connection with obtaining the Financing and maintaining any information utilized in connection therewith, except in the event such liabilities or losses arose out of or result from the Willful Breach, gross negligence or bad faith of the Company and its Subsidiaries. Parent shall, promptly upon request by the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries (including those of its Affiliates and Representatives) in connection with taking action required or requested by Parent pursuant to this Section 6.13. The Parties acknowledge and agree that the provisions contained in this Section 6.13 represent the sole obligations of the Company, its Subsidiaries and Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of the Financing and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos, trademarks and trade names in connection with the arranging and consummation of the Financing, ; provided that Owner shall reimburse O&M Contractor for such logos, trademarks and trade names are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any third-party expense reasonably incurred in providing such opinionsof its Subsidiaries or the logos, trademarks and trade names.

Financing Assistance. O&M Contractor While it is understood and acknowledged that Parent has committed pursuant to Section 5.07(a) to provide an amount sufficient to satisfy the Financing Uses, Parent may, in its sole discretion but, subject to Section 5.07(a) and without in any way relieving Parent of its obligation to provide an amount sufficient to satisfy the funding uses in accordance with the Equity Commitment Agreement, obtain bank debt financing in order to provide a portion of the funds necessary to pay the Financing Uses (the “Debt Financing” and, together with the Equity Financing, the “Financing”); provided, however, that Parent shall cooperate not obtain any such Debt Financing if obtaining such Debt Financing would, or would reasonably be expected to, delay the consummation of the transactions contemplated hereby beyond the Outside Date. In connection with Owner the Debt Financing, prior to the Closing, the Company shall use commercially reasonable efforts to provide to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with Owner’s the arrangement and consummation of the Debt Financing, including using commercially reasonable efforts to obtain (in each case, to the extent reasonably requested): (i) participate in a reasonable number of meetings, due diligence sessions, drafting sessions and maintain sessions between senior management and prospective lenders; (ii) provide reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under any debt commitment letter in connection with the Debt Financing. Without limiting , provide all documentation and other information relating to the generality Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Michigan counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, O&M Contractor: (a3) 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 permit representatives of the Site; (c) shallprospective lenders to conduct customary commercial field examinations, at Owner’s reasonable request, attend customary inventory appraisals 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)a customary appraisal of the Owned Real Property, and (ii4) include a description make audits and appraisals delivered for purposes of any credit facility available to Parent for purposes 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 Equity 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 Active.22007448.8.doc (a) During the Interim Period, the Company agrees to use reasonable best efforts to provide, and shall cooperate with Owner cause its Subsidiaries and their respective Representatives to provide, in each case at Parent’s sole expense, such cooperation as may be reasonably requested by Parent to assist them in causing the conditions in the Debt Commitment Letter to be satisfied or as is otherwise 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 Contractorincluding using reasonable best efforts to: (ai) shall execute as promptly as practicable (A) furnish Parent with the Required Financial Information and such typical documents other pertinent and customary information regarding the Company and its Subsidiaries as an operations and maintenance contractor executes in a project finance transaction or as Owner may be reasonably requests requested by Parent to the extent that such information is required in connection with the Debt Commitment Letter and (B) inform Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Board of Directors of the Company shall have knowledge of any facts as a result of which a restatement of any financial statements to comply with GAAP is probable or under consideration; (ii) prior to and during the Marketing Period, upon reasonable prior notice, participate in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with the ratings agencies, otherwise cooperate with the marketing efforts for any of the Debt Financing and assist Parent in obtaining ratings as contemplated by the Debt Commitment Letter; (iii) reasonably assist Parent, Merger Sub and maintaining the Debt Financing Sources with the preparation of any bank information memoranda, lender presentations, investor presentations, offering documents, rating agency presentations and similar documents required in connection with the Debt Financing, provided that any such document that includes disclosure and financial statements with respect to the Company and/or its Subsidiaries shall only reflect Parent, Merger Sub, affiliates of Parent contemplated by the Debt Commitment Letter, the Surviving Corporation and/or Subsidiaries as obligor(s); (iv) assist Parent with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by Parent or the Debt Financing Sources to be included in any offering documents specified in Section 5 of Exhibit D of the Debt Commitment Letter or to satisfy the condition in Section 3 of Exhibit D of the Debt Commitment Letter, it being agreed that the Company and its Subsidiaries will not be required to provide any information or assistance relating to (I) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing or (III) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; (v) request and facilitate its independent auditors to (A) provide, consistent with customary practice, (I) customary auditors consents (including consents of accountants for use of their reports in any materials relating to the Debt Financing) and customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Company and its Subsidiaries as reasonably requested by Parent or as necessary or customary for financings similar to the Debt Financing (including any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act) and (II) reasonable assistance to Parent in connection with the Parent’s preparation of pro forma financial statements and information and (B) attend accounting due diligence sessions and drafting sessions; (vi) provide Parent and the Debt Financing Sources with all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Parent that is required in connection with the Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (vii) execute and deliver as of Closing (but not prior to Closing) any guarantee, pledge and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent or the Debt Financing Sources (including a certificate of the chief financial officer of the Company with respect to solvency matters in the form set forth as an annex to the Debt Commitment Letter) and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents Active.22007448.8.doc will not take effect until the Effective Time; and (viii) to the extent required under the Debt Commitment Letter, provide customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a customary representation to the Debt Financing Sources as contemplated by the Debt Commitment Letter, including that the public side versions of such documents do not include material non-public information about the Company or its Subsidiaries or their securities and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing. Notwithstanding anything to the contrary in this Section 6.13(a), nothing will require the Company to provide (or be deemed to require the Company to prepare) any (1) pro forma financial statements; (2) information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; (3) description of all or any portion of the Financing, including a consent any “description of notes”; (4) risk factors relating to assignment all or any component of the Financing; (5) other information required by Rules 3-10 or 3-16 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act or any certifications and other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield debt securities under Rule 144A promulgated under the Securities Act (the foregoing clauses (1) through (5) is referred herein as “Excluded Information”). (b) Notwithstanding anything in Section 6.13(a) to the contrary, (i) such requested cooperation shall not unreasonably disrupt or interfere with the business or the operations of the Company or its Subsidiaries, (ii) nothing in this Section 6.13 shall require cooperation to the extent that it would (A) subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to matters related to the Debt Financing, (B) conflict with, or violate, the Company’s and/or any of its Subsidiaries’ organization documents or any applicable Law, (C) cause any condition to the Closing set forth in Sections 7.1, 7.2 or 7.3 to not be satisfied or (D) cause any breach of this Agreement, (iii) neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation in connection with the financings contemplated by the Commitment Letters, the Definitive Financing Agreements or the Financing prior to the Effective Time or be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with the Commitment Letters, the Definitive Financing Agreements, the Financing or any information utilized in connection therewith, in each case, that would not be reimbursed or indemnified by Parent or Merger Sub or (B) deliver or obtain opinions of internal or external counsel, (iv) none of the directors of the Company, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Definitive Financing Agreement, with respect to the Financing in form or adopt any resolutions or take any other actions approving the agreements, documents and substance reasonably acceptable instruments pursuant to O&M Contractorwhich the Financing is obtained, Owner including any Definitive Financing Agreement, (v) none of the Company, its Subsidiaries or their respective directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any Definitive Financing Agreement, with respect to the Financing (other than customary representation letters and authorization letters referred to above) that is not contingent upon the Closing or that would be effective prior to the Effective Time and the Project Lender; directors and managers of the Company’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained prior to the Effective Time unless Parent and Merger Sub shall have determined that such directors and managers are to remain as directors and managers of the Company’s Subsidiaries on and after the Effective Time and such resolutions are contingent upon the occurrence of, or only effective as of, the Effective Time and (bvi) shall deliver to Owner Parent, Merger Sub and the Project Lender Company agree to use their commercially reasonable efforts to maintain attorney-client privilege. The Parties agree that Parent’s or Merger Sub’s execution of an Alternative Financing Commitment Letter shall not materially expand the scope Active.22007448.8.doc of the assistance required under Section 6.13(a) as compared to the assistance that would be required or expected to be required in connection with the Debt Commitment Letter in effect on the date of this Agreement and the related Debt Financing. The Company hereby consents to the use of its and its Subsidiary’s logos in connection with 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 disparage the Company or the Company’s Subsidiaries. (c) The Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use its respective reasonable best efforts, to update any Required Financial Information provided to Parent and the Debt Financing Sources as may be necessary so that such Required Financial Information (i) is Compliant, (ii) meets the applicable requirements set forth in the definition of “Required Financial Information” and (iii) would not, after giving effect to such update(s), cause the Marketing Period to cease pursuant to the definition of “Marketing Period.” For the avoidance of doubt, Parent may, to most effectively access the financing markets, require the cooperation of the Company and its Subsidiaries under this Section 6.13 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing Date. The Company agrees to (i) file all reports on Form 10-K and Form 10-Q and, to the extent required to include financial information customarily provided pursuant to Item 9.01 thereof, Form 8-K and (ii) use reasonable best efforts to file all other Forms 8-K, in each case, required to be filed with the SEC pursuant to the Exchange Act prior to the Closing Date in accordance with the time periods required by the Exchange Act. In addition, if, in connection with a project financing in format and content mutually acceptable marketing effort contemplated by the Debt Commitment Letter, Parent 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 of O&M Contractor Company and its subsidiaries, which information Parent reasonably determines (and the Company does not unreasonably object) to include in a customary offering memorandum or other marketing materials for the Debt Financing, then the Company 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; file such Current Report on Form 8-K. (d) hereby authorizes Owner to Parent shall indemnify, defend and hold harmless each of the Company, its Subsidiaries and their Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with their cooperation in arranging the Debt Financing and the performance of their respective obligations under this Section 6.13 and the provision of any information utilized in connection therewith (i) provide this Agreement to potential Project Lenders (subject to Section 17.5other than information provided by the Company or its Subsidiaries), and (ii) include a description in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, or material provisions breach of this Agreement by, the Company and its Subsidiaries or, in any offering circular each case, their respective Representatives. Parent shall, promptly upon request of the Company, reimburse the Company and its Subsidiaries for all out-of-pocket fees, costs and expenses incurred by the Company 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; its Subsidiaries (eincluding those of its Affiliates and Representatives) 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 required by 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 opinionsSection 6.13.

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 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 shall cooperate In connection with Owner Parent’s financing in connection with Ownerthe Transaction (including the Debt Financing) (the “Parent Financing”), prior to the Closing, the Company shall provide to Parent and Sub, at Parent’s efforts to obtain sole expense, customary cooperation reasonably requested by Parent 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 Sub that is necessary in connection with obtaining the arrangement and maintaining any consummation of the Parent Financing, including a consent to assignment and any certifications and opinions required with respect (in each case, to the Financing extent reasonably requested): (i) participating in form a reasonable number of meetings, due diligence sessions, drafting sessions and substance reasonably acceptable to O&M Contractor, Owner sessions between senior management and the Project Lender; sources of the Parent Financing; (bii) shall deliver to Owner providing reasonable and customary assistance with the Project Lender information preparation of documents customarily provided required in connection with a project financing in format and content mutually acceptable bank debt financings and, to the Parties regarding extent required under the financial capability of O&M Contractor Debt Commitment Letter, providing all documentation and shall facilitate reasonable inspections other information relating to the Company or any of the Site; Company Subsidiaries required thereunder (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 (but subject to Section 17.55.06(c)), including any documentation or other information reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iiiii) include a description of the material provisions of this Agreement using reasonable best efforts to assist Parent in any offering circular obtaining surveys, legal opinions from local outside counsel (and not internal counsel or document required New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub 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 Parent Financing; and (fiv) at Owner’s request(A) taking all actions reasonably necessary to (1) permit the sources involved in the Parent Financing to evaluate the Company and the Company Subsidiaries’ current assets, shall reasonably cooperate and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements 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; foregoing and (g3) shall provide Owner permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Project Lenders with legal opinions Owned Real Property and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes 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 opinionscredit facility available to Parent.

Financing Assistance. O&M Contractor (a) Prior to the earlier of (x) Closing and (y) termination of this Agreement in accordance with Article IX, Seller shall cooperate (and shall cause the other members of the Seller Group and its and their respective officers, directors and employees to) provide, and shall use commercially reasonable efforts to cause its (and the other members of the Seller Groups’) other Representatives to provide, at the sole cost and expense of Buyer, customary assistance with Owner the arrangement of, and satisfaction (on a timely basis) of all relevant conditions precedent to obtaining the Bridge Financing or any debt financing other than the Bridge Financing in connection with Ownerthe transactions contemplated hereby (any such financing, “Debt Financing”) as is reasonably requested by Buyer (or its Representatives) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller Group), including (i) delivering Financing Information that is Compliant and other information as is reasonably requested by Buyer (and permitting Buyer and its Affiliates to include such information in offering materials); it being understood that Buyer shall be solely responsible for the preparation of any pro forma financial information as may be reasonably necessary to consummate such Debt Financing or as required pursuant to the Securities Act, (ii) providing Buyer at least four (4) Business Days prior to the Closing Date with all documentation required under, “know your customer” and anti-money laundering rules and regulations that is requested in writing by Buyer’s financing sources at least nine (9) Business Days prior to the Closing Date, (iii) using commercially reasonable efforts to assist Buyer and its sources of Debt Financing in their preparation of appropriate and customary offering documents, private placement memoranda, prospectuses, prospectus supplements, registration statements, syndication documents and materials including information memoranda, lender and investor presentations and other marketing documents and appropriate and customary materials for rating agencies, in each case, to the extent reasonably related to the Company, reasonably necessary to assist Buyer to obtain the Debt Financing and maintain reasonably identified by Buyer in writing to the Seller, (iv) obtaining the consent of, and customary comfort letters from, such accountants with respect to financial information solely as it relates to the Company including in any offering materials and (v) cooperating with Buyer’s legal counsel in connection with any legal opinions that may be required from the Buyer’s or any of its Affiliates’ legal counsel in connection with the such Debt Financing. Without limiting Information provided by Seller and the generality Company in connection with any Debt Financing may only be provided to sources or potential sources of financing and rating agencies that are bound by confidentiality provisions substantially similar to the Confidentiality Agreement or otherwise reasonably acceptable to Seller (it being understood and agreed that the confidentiality provisions set forth in the Bridge Commitment Letter on the date hereof (and provisions at least as favorable to Buyer as such provisions) are reasonably acceptable to Seller). The Company hereby consents to the use of all of the foregoingCompany logos in connection with any Debt Financing, O&M Contractor: provided that (a) shall execute such typical documents as an operations and maintenance contractor executes logos are used solely in a project finance transaction manner that is not intended to or as Owner reasonably requests likely to harm or disparage the Company, its Affiliates or its business, or the reputation or goodwill thereof and (b) Buyer shall provide Company with a reasonable opportunity to review the portion of any documents, communications or other materials in connection with which such logo is used, and consider in good faith the reasonable comments of Company prior to the distribution, disclosure or use thereof. The Company acknowledges and agrees that, notwithstanding anything to the contrary in the Confidentiality Agreement, Buyer may provide “Evaluation Material” (as defined in the Confidentiality Agreement) to its Representatives in connection with any Debt Financing. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.3(b), as applied to Seller’s obligations under this Section 6.15, shall be deemed to be satisfied unless (i) Seller has failed to satisfy its obligations in any material respect under this Section 6.15, (ii) Buyer has notified Seller of such failure in writing a reasonably sufficient amount of time prior to Closing to afford Seller with a reasonable opportunity to cure such failure and (iii) such failure is the proximate cause of Buyer’s failure to receive the proceeds of Debt Financing. Buyer acknowledges and agrees that obtaining Debt Financing is not a condition to its obligations under this Agreement. If Debt Financing has not been obtained, Buyer shall continue to be obligated, until such time as the Agreement is terminated in accordance with Article IX and maintaining any Financingsubject to the waiver or fulfillment of the conditions set forth herein, including a consent to assignment complete the transactions contemplated by this Agreement, subject to the other terms and any certifications and opinions required conditions of this Agreement. For the avoidance of doubt, the cooperation hereunder (other than with respect to any information provided pursuant to the Financing foregoing clauses (i) and (ii) above which relates to the Seller Group) shall only be in form respect of the Company and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; its Subsidiaries. (b) In connection with the cooperation contemplated in Section 6.15(a) and notwithstanding anything to the contrary therein, (i) none of the Seller, the Company, their Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the execution of the definitive documentation for the Debt Financing or execute or deliver any certificate, document, instrument or agreement in connection with the Debt Financing that is effective prior to Owner the Closing Date (except for the authorization letters set forth in clause (c) of the definition of “Financing Information”); (ii) no obligation of the Seller, the Company, any of their Affiliates or any of their respective partners, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the foregoing shall, without such Person’s prior express written consent (which need not be given), be effective until the Closing (except for the authorization letters set forth in clause (c) of the definition of “Financing Information” and the Project Lender information customarily excluding any comfort letters 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 Section 6.17); (iii) none of the SiteSeller, the Company, any of their Affiliates or any of their respective partners, members or Representatives shall be required to pay any commitment or other similar fee, or incur any other cost or expense or liability (except for any liability arising out of such Person’s actual fraud, gross negligence, willful misconduct or Willful and Material Breach of this Agreement), in connection with the Bridge Financing or any other Debt Financing that is not reimbursed as set forth in Section 6.15(c) below; (civ) shall, at Owner’s reasonable request, attend and participate in presentations excluding the information to actual and potential Project Lenders; (d) hereby authorizes Owner to be provided as contemplated by clauses (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include of Section 6.15(a), none of the Seller, the Company, their Affiliates or any of their respective partners, members or Representatives shall be required to provide any information that is not reasonably available to such Persons; (v) none of the Seller, the Company, their Affiliates or any of their respective partners, members or Representatives shall be required to take any action that will conflict with or violate such Person’s organizational documents, as applicable, or any applicable Laws or result in a violation or breach of, or default under, any Contract to which such Person, as applicable, is a party (so long as such Contract is not entered into in contemplation of circumventing the cooperation provided for under Section 6.15(a) or result in any officer, director, employee, agent, affiliate or advisor of any such Person incurring any personal liability with respect to any matters relating to the Debt Financing); (vi) none of the Seller, the Company, their Affiliates or any of their respective partners, members or Representatives shall be required to provide or prepare any description of all or any component of the material Debt Financing in any offering materials or rating agency presentations; (vii) none of the Seller, the Company, their Affiliates or any of their respective partners, members or Representatives shall be required to provide or prepare any projections, risk factors, pro forma financial information or other forward-looking statements or any similar information; and (viii) none of the Seller, the Company, their Affiliates or any of their respective partners, members or Representatives shall be required to disclose or provide any information the disclosure of which in the reasonable judgment of Seller is restricted by applicable Law or confidentiality provisions (so long as the applicable confidentiality agreements are not entered into in contemplation of circumventing the cooperation provided for under Section 6.15(a)) or is subject to attorney-client privilege or attorney work product privilege. (c) Buyer shall (i) promptly upon request by Seller, its current and future Affiliates, and each of their respective Representatives, reimburse such Persons, for all reasonable and documented out-of-pocket costs and expenses incurred by such Persons, in connection with cooperation required under or with respect to requests made under this Section 6.15 (including this Section 6.15(c)) (provided that no such reimbursement shall be required to made until the earlier of (x) immediately prior to the Closing Date and (y) ten (10) Business Days following the termination 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 LawArticle IX) and (ii) INDEMNIFY AND HOLD HARMLESS SELLER, that Owner mayITS CURRENT AND FUTURE AFFILIATES, after consultation with O&M ContractorAND EACH OF THEIR RESPECTIVE REPRESENTATIVES FROM AND AGAINST ANY AND ALL LOSSES, file DAMAGES, CLAIMS, COSTS OR EXPENSES SUFFERED OR INCURRED BY ANY OF THEM IN CONNECTION WITH THE ARRANGEMENT OF THE BRIDGE FINANCING OR ANY OTHER DEBT FINANCING AND ANY INFORMATION USED IN CONNECTION THEREWITH (EVEN IF SUCH LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH PERSON OR SUCH PERSON’S REPRESENTATIVES, EXCEPT TO THE EXTENT SUCH LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES ARISE FROM SUCH PERSON OR SUCH PERSON’S REPRESENTATIVES ACTUAL FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILLFUL AND MATERIAL BREACH OF THIS AGREEMENT). This Section 6.15(c) shall survive the consummation of the transactions contemplated by this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with and the independent engineer Closing 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 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 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) Subject to Section 4.16(c), the Company shall execute use its reasonable best efforts, and shall cause its Subsidiaries and its and their Representatives to use their reasonable best efforts, to provide such typical documents as an operations customary 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 timely co-operation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with obtaining the arrangement, syndication, marketing or consummation of the Debt Financing and maintaining any and all full or partial alternative debt and/or equity financing that may be sought and/or obtained by the Purchaser to fund the aggregate Arrangement Consideration payable under the terms of, or otherwise in connection with, the Plan of Arrangement (collectively the “Financing”), including using reasonable best efforts to: (i) co-operate in respect of diligence efforts, presentations or meetings held by or on behalf of the Purchaser with the financial institutions identified in the Debt Commitment Letter, and with any other investor, agent, arranger, lender, underwriter or other Person that commits or proposes to provide or arrange, or enters into definitive agreements (including, for greater certainty, any credit, underwriting, agency or securities purchase agreement for a Substitute Financing) related to the Financing (collectively, the “Financing Sources”), including the participation of senior officers of the Company in a reasonable number of due diligence sessions and one-on-one sessions with prospective investors, and presentations to rating agencies, provided that during the prevalence of the COVID-19 pandemic and the existence of travel restrictions and public health ordinances and advisories limiting or recommending against travel or gatherings, all meetings shall at the Company’s option, be conducted virtually online; (ii) without limiting the confidentiality restrictions noted in Section 4.16(c)(v) below, provide or make available to the Purchaser, its Representatives and the Financing Sources and their respective agents and advisors the Required Financing Information and other such financial information, operating data, business and or other information regarding the Company or any of its Subsidiaries, as the Purchaser may reasonably request in connection with the preparation of any marketing materials, offering documents, prospectuses, offering memorandums, bank information memorandums, rating agency presentations, investor presentations and similar documents (collectively, the “Financing Materials”) used in connection with the Financing and assist in the preparation of the Financing Materials, including by (x) providing the Purchaser and its Representatives with any financial information and data required to prepare any pro forma financial statements that are required under applicable Securities Laws to be included in, or as may otherwise be reasonably required for and are customarily included in, the Financing Materials and (y) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and other financing sources (without limiting the confidentiality restrictions below) and containing a customary representation to the Debt Financing Sources that that the public side versions of such documents (if any) do not include material non-public information about the Company or its Subsidiaries or their securities and as to the accuracy of the information contained in the disclosure and marketing materials related to the financing contemplated by the Debt Commitment Letter; provided, however, that the Company shall not be required to provide (i) any pro forma financial statements or any information regarding any post-Effective Time or pro forma adjustments desired to be incorporated into any information used in connection with the Financing (including any synergies or cost savings), pro forma ownership or an as-adjusted capitalization table, (ii) projections, (iii) any description of all or any component of the Financing, or (iv) risk factors relating to all or any component of the Financing; (iii) co-operate and provide information reasonably required by or for the benefit of the Financing Sources in the context of due diligence and verification, in compliance with applicable requirements or consistent with customary practice, as applicable, including promptly executing and delivering to Purchaser and the Financing Sources at least four Business Days before the Effective Date all documentation and other information with respect to the Company and its Subsidiaries (excluding information about its shareholders and creditors) that is required in connection with the Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and the requirements of 31 C.F.R. §1010.230; (iv) to the extent requested by the Purchaser, co-operate in the discharge of existing Indebtedness and Liens of the Company and its Subsidiaries in connection with the Financing (which discharge, for the avoidance of doubt, shall be the obligation of the Purchaser to be funded by the Purchaser and shall not be required to take effect before the Effective Time), including obtaining customary debt pay-off letter(s) and delivering a draft of such pay-off letter(s) to the Purchaser for review and comment; (v) to the extent requested by the Purchaser, provide guarantees and facilitate the pledging of collateral and granting of security interests in connection with the Financing, (which guarantees and security interests, for the avoidance of doubt, shall not be required to take effect before the Effective Time), and co-operate with the preparation and negotiation of and entry into of definitive and ancillary documentation in connection with the Financing; (vi) promptly updating any Required Financing Information provided by or on behalf of it, or which relates to the Company and its Subsidiaries, to ensure that Owner such information does not contain a Misrepresentation and as may be necessary so that such Required Financing Information (i) satisfies the Compliance Requirements, (ii) meets the applicable requirements set forth in the definition of “Required Financing Information” and (iii) would not, after giving effect to such update(s), cause the Marketing Period to cease or be deemed not to have commenced pursuant to the definition of “Marketing Period” ; (vii) use reasonable best efforts to obtain any necessary co-operation from any of its auditors and any other advisors to the use of any financial or other expert information required to be included, or customarily included, in the Financing Materials, including any consents and authorization letters with respect to the inclusion thereof in such Financing Materials and customary comfort letters, and cause its auditors and any other advisors to participate in a reasonable number of accounting due diligence sessions and drafting sessions as may be required in connection with the Financing; and (viii) cause the taking of any corporate actions, or otherwise, by the Company and its Subsidiaries reasonably necessary to permit the completion of such Financing, in each case effective no earlier than, the Effective Time and subject to the completion of the Arrangement. (b) Notwithstanding anything contained in this Agreement to the contrary, the Purchaser expressly acknowledges and agrees that its obligations hereunder are not conditioned in any manner upon obtaining the Debt Financing, any Alternative Financing or Replacement Financing, or any other financing, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in this Section 4.16 is not obtained, the Purchaser will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by this Agreement, subject to the applicable conditions set forth in Article 6. (c) The Company or any of its Subsidiaries and their respective Representatives shall only be required to undertake the actions described in Section 4.16(a) provided that: (i) such actions do not unreasonably interfere with the ongoing business operations of the Company or any of its Subsidiaries; (ii) the Company shall not be required to provide, or cause any of its Subsidiaries to provide, co-operation that 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; (iii) neither the Company nor any of its Subsidiaries 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; (iv) no employee, officer or director of the Company or any of its Subsidiaries shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in such Person’s capacity as an officer) with respect to the matters related to the Financing; (v) any Financing Sources acknowledge the confidentiality of Confidential Information (as defined in the Confidentiality Agreement) received by them (including through customary “click-through” confidentiality undertakings on electronic data sites); (vi) neither the Company nor any of its Subsidiaries shall be required to: (A) pay any commitment, consent or other similar fee, incur any liability (other than the payment of reasonable and documented out-of-pocket costs related to such co-operation which shall be reimbursed by the Purchaser to the extent contemplated by Section 4.16(d)) or provide or agree to provide any indemnity in connection with any Financing prior to the Effective Time; (B) contravene any applicable Law or the Constating Documents of the Company or any of its Subsidiaries; or (C) contravene any agreement that relates to any outstanding Indebtedness of the Company or any of its Subsidiaries or any other Material Contracts; (vii) such action would not cause any condition to Closing set forth in Article 6 to fail to be satisfied by the Outside Date; (viii) such action would not cause any breach of this Agreement that is not irrevocably waived by the Purchaser; and (ix) the Company shall not be required to waive or amend any terms of this Agreement. (d) If this Agreement is terminated (other than pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company]), the Purchaser shall: (i) forthwith reimburse O&M Contractor the Company for all reasonable out-of-pocket costs, fees and expenses incurred by the Company and its Subsidiaries in connection with any thirdFinancing; and (ii) indemnify the Company and its Subsidiaries from and against any and all losses, damages, costs and expenses suffered or incurred by any of them in connection with the co-party expense operation of the Company and its Subsidiaries contemplated by Section 4.16(a) or in connection with any Financing, in each case, other than in connection with any information supplied by or on behalf of the Company or any of its Subsidiaries (or which relates to the Company or any of its Subsidiaries which is approved in writing by the Company or any of its Subsidiaries) or to the extent resulting from the breach of this Agreement by, or the fraud, negligence or willful misconduct of the Company or any of its Subsidiaries or any of their respective Representatives. (e) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Financing; provided that: (i) such trademarks, trade names and logos are used solely: (A) in a manner that is not intended, or reasonably incurred likely, to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries; and (B) in providing connection with a description of the Company, its business and products and the transactions contemplated by this Agreement (including the Financing); and (ii) the Financing Sources shall only be entitled to use such opinionstrademarks, trade names and logos in connection with the Financing and they shall have no property rights therein.

Financing Assistance. O&M Contractor (a) Buyer shall cooperate with Owner in connection with Owner’s use its reasonable best efforts to obtain and maintain any Financing. Without limiting the generality proceeds of the foregoingFinancing on the terms and conditions described in the Debt Commitment Letter within thirty (30) days after the date hereof or, O&M Contractorif applicable, the Extended Closing Period, including, without limitation, using reasonable best efforts to: (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 maintain in effect the Debt Commitment Letter, (ii) promptly satisfy (or obtain the waiver of) of all conditions (other than those conditions that by their nature are to potential Project Lenders be satisfied on the Closing Date) to obtaining the Financing set forth therein that are in Buyer’s (subject or its Affiliates’) control, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions related to Section 17.5the Financing)(or on terms no less favorable to Buyer, except as agreed by Buyer), and (iiiv) include a description of draw down and consummate 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 alternative financing at or prior to the time the conditions set forth in Article IX are satisfied (or reasonably capable of being satisfied at Closing based on the facts and circumstances). In the event any portion of the Financing becomes unavailable, on the terms and conditions contemplated in the Debt Commitment Letter (or on terms no less favorable to Buyer, except as agreed by Buyer), Buyer shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative and/or supplemental financing (whether in the form of debt, equity or other arrangements effected financing) from alternative sources in an amount sufficient, when combined with the funds under other available sources, to reduce taxes on consummate the Project transactions contemplated by this Agreement promptly following the occurrence of such event but in all cases at or prior to the workthen-applicable Extended Closing Period. Upon obtaining any commitment for any such alternative and/or supplemental financing, which cooperation such financing shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner be a part of the “Financing” and the Project Lenders commitment with legal opinions respect thereto shall be deemed to be a part of counsel regarding the execution, delivery and validity “Debt Commitment Letter” for all purposes of this Agreement. Buyer shall give the Company prompt notice of any material breach, absence intent not to proceed or intent to alter the terms of conflictsthe Debt Commitment Letter by any party of the Debt Commitment Letter of which Buyer becomes aware. (b) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause its officers, management employees and advisors (including legal and accounting) of the legal status of O&M ContractorCompany to, provide Buyer with such cooperation and assistance as Owner or any Project Lender Buyer may reasonably request in connection with obtaining Buyer’s financing for the transactions contemplated hereby. For clarity, such cooperation and maintaining assistance shall be limited to (i) assisting Buyer in the preparation of the following with respect to information concerning the Company: customary rating agency presentations, bank information memoranda, lender and investor presentations, customary pro forma financial information to be included therein, and similar documents customarily required in connection with a financing substantially similar to the Financing, provided including the marketing and syndication thereof; (ii) furnishing Buyer with such historical financial and operating data with respect to the Company (including the unaudited balance sheets and the related combined statements of income and cash flows for the one-month and the twelve-month period ending January 31, 2015 (prepared consistent with the Company’s accounting practices and procedures in connection with the preparation of the Interim Financial Statements), Audited Financial Statements and financial and operating data for the Interim Period), in each case, as reasonably requested by Buyer within a reasonable period of time after Buyer’s request therefor; (iii) furnishing Buyer with the documentation and other information required by any Governmental Entity under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; (iv) consenting to the use of its logos in connection with the Financing; and (v) participating in a reasonable number of meetings (including meetings with prospective lenders). For the avoidance of doubt, the Company shall not be required or requested to (1) pay any commitment or other similar fee in connection with the Financing, (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 reasonable and documented out-of-pocket costs and expenses incurred by the Company in connection with the cooperation and assistance contemplated hereby (including any fees, costs and expenses incurred by the Company in connection with obtaining the consent of the accounting firm pursuant to the last sentence of Section 7.06), whether or not the Closing occurs. Buyer acknowledges that Owner nothing in this Section 7.09(b) 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 6.09 or a breach or violation of Section 7.09(a). Further, in no event will any Seller or any of its Affiliates (other than, after the Closing, the Company) be liable to Buyer or any other Person for any matter relating to the Financing, including any representation, warranty, covenant, agreement, undertaking or promise made in connection with such Financing. (c) Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto: (i) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party expense reasonably incurred claim of any kind or description, whether in providing law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources for any portion of the Financing (such opinionsfinancing sources, together with their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitment Letter (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) none of the Sellers, the Company, Blocker or Sellers’ Representative (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and the same shall be enforceable by each Debt Financing Source and its successors and assigns.

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 (1) The Corporation shall, shall cooperate with Owner in connection with Owner’s cause its Subsidiaries to, and shall use commercially reasonable efforts to obtain cause the Joint Ventures and maintain any Financing. Without limiting the generality of the foregoingInvestments to, O&M Contractor: provide such 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 and maintaining the arrangements by the Purchaser to obtain the Financing, subject to the terms hereof provided that: (a) such request is made on reasonable notice; (b) such cooperation does not unreasonably interfere with the ongoing operations of the Corporation, its Subsidiaries or the Joint Ventures and Investments, or unreasonably interfere with or hinder or delay the performance by the Corporation, its Subsidiaries or the Joint Ventures and Investments of their obligations hereunder; (c) none of the Board or the boards of directors (or equivalent bodies) of the Corporation’s Subsidiaries or the Joint Ventures and Investments shall be required to enter into any resolutions or take similar action approving the Financing; (d) the Corporation shall not be required to provide, or cause any of its Subsidiaries to provide, cooperation that Owner involves any binding commitment by the Corporation or its Subsidiaries which is not conditional on the completion of the Arrangement and does not terminate without liability to the Corporation and its Subsidiaries upon the termination of this Agreement, and the Joint Ventures and Investments will not be required to provide any such commitment in any case; and (e) any actions taken hereunder are in compliance with Section 4.1. (2) Notwithstanding Section 4.7(1), neither the Corporation nor any of its Subsidiaries shall be required by the Purchaser to: (a) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time; (b) take any action or do anything that would: (i) contravene any applicable Law; or (ii) contravene any of the Corporation’s, or any of its Subsidiaries’, Joint Ventures’ or Investments’ agreements that relate to borrowed money or any Material Contract; or (iii) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; (iv) commit to take any action that is not contingent on the consummation of the transactions contemplated herein at the Effective Time; or (v) disclose any information that in the reasonable judgment of the Corporation would result in the disclosure of any trade secrets or similar information or violate any obligations of the Corporation or any other Person with respect to confidentiality. (3) The Purchaser shall, promptly upon request by the Corporation and from time to time, reimburse O&M Contractor the Corporation, its Subsidiaries and the Joint Ventures and Investments for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal fees) incurred by the Corporation, its Subsidiaries, the Joint Ventures and/or the Investments in connection with any third-party expense reasonably of the actions contemplated by this Section 4.7, and shall indemnify and hold harmless the Corporation, its Subsidiaries, the Joint Ventures and the Investments and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in providing such opinionsconnection with any of the actions contemplated by this Section 4.7. (4) Notwithstanding anything to the contrary, the Corporation shall be deemed to have complied with this Section 4.7 for all purposes of this Agreement (including Article 6 and Article 7) unless the Financing has not been obtained primarily as a result of the Corporation’s material breach of its obligations under this Section 4.7.

Financing Assistance. O&M Contractor (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to provide such cooperation that is customary as may be reasonably requested by Parent to assist Parent in arranging, obtaining or syndicating the debt financing provided by the Bridge Facility Agreement (or any financing intended to replace or refinance the debt financing provided by the Bridge Facility Agreement) or any other third party debt financing necessary or incurred by Parent, any wholly owned Subsidiary of Parent or any Merger Sub to consummate the transactions contemplated hereby (the “Debt Financing”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries or require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement), including using commercially reasonable efforts to: (i) reasonably cooperate with Owner the customary marketing efforts or due diligence efforts of Parent in connection with Owner’s efforts to obtain and maintain all or any Financing. Without limiting the generality portion of the foregoingDebt Financing, O&M Contractor: (a) shall execute such typical documents as an operations including making available members of the management team with appropriate seniority and maintenance contractor executes expertise to assist in preparation for and to participate in a project finance transaction or as Owner reasonably requests mutually agreed number (on reasonable notice) of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with proposed lenders, underwriters, initial purchasers, placement agents, investors and rating agencies, (ii) on reasonable notice comment on customary offering memoranda, rating agency presentations, bank information memoranda, lender and investor presentations, road show materials, confidential information memoranda, registration statements, prospectuses, prospectus supplements, private placement memoranda, and similar documents customarily required in connection with obtaining and maintaining any the Debt Financing, including the marketing and syndication thereof, (iii) cause the Company’s independent accountants and/or auditors to provide customary cooperation with the Debt Financing, (iv) (I) to the extent customary for Parent to prepare marketing materials for any Debt Financing of the applicable type, furnish Parent and the applicable Financing Sources with (A) audited consolidated balance sheets and related audited statements of operations, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than sixty (60) days prior to the Closing Date, (B) unaudited consolidated balance sheets and related unaudited consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows of the Company for each subsequent interim quarterly period ended more than 40 days prior to the Closing Date, in the case of each of clauses (I)(A) and (I)(B), prepared in accordance with GAAP, and (C) if the Parent is pursuing a registered public offering of debt securities and has notified the Company of such election, such other historical financial and other information of the type required by Regulation S-X and Regulation S-K under the 1933 Act in each case that is customary for such offering or as otherwise necessary to permit the Company’s independent accountants and/or auditors to issue customary “comfort letters” to Parent’s Financing Sources in connection with such offering, including as to customary negative assurances required to consummate such offering (it being understood that the Company need only to provide information to assist the Parent in the preparation of pro forma financial information, and shall not in any event be required to provide pro forma financial statements, projections or pro forma adjustments), and (II) furnish Parent and its Financing Sources with such other customary information relating to the Company and its Subsidiaries that is reasonably requested by Parent and is customarily required in marketing materials for Debt Financings of the applicable type. (v) provide to Parent and the Financing Sources promptly all documentation and other information about the Company and its Subsidiaries required by the Financing Sources or regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that is required under any Debt Financing to the extent such documentation and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date, (vi) subject to customary confidentiality provisions and disclaimers, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors, (vii) facilitate the payoff, discharge and termination in full substantially concurrently with Closing of obligations outstanding under the Credit Agreement (including, without limitation, using commercially reasonable efforts to facilitate the calculation of the amounts required to effect the payoff and termination of the Credit Agreement in full at Closing no less than three Business Days prior thereto); provided that (A) neither the Company nor any of its Subsidiaries shall have any obligation to make any payment in respect of the foregoing unless and until the Closing occurs and it being understood that at the Closing, Parent and its Subsidiaries shall provide the Company and its Subsidiaries with the funds necessary for the Company to actually effect such payoff and termination and (B) no such action shall be required unless it can be and is conditioned on the occurrence of the Closing, and (viii) consent to assignment the reasonable use of trademarks and logos of the Company or any certifications of its Subsidiaries in connection with the Debt Financing; provided, that such trademarks and opinions logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (b) The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to (i) take or permit the taking of any action pursuant to Section 6.03(a) that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or its Subsidiaries to enter into or approve any definitive financing or purchase agreement for the Debt Financing effective prior to the Closing, pass resolutions or consents to approve or authorize the execution of the Debt Financing, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Closing, or that would be effective if the Closing does not occur (other than customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors); (B) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries (unless waived by Parent); (C) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee prior to the Closing or incur any other expense, liability or obligation in connection with the Debt Financing prior to the Closing; (D) could reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability in their capacity as such; (E) conflict with the organizational documents of the Company or its Subsidiaries or any Applicable Law; or (F) could reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party; (ii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries; (iii) prepare (A) any IFRS financial statements or reconciliations or otherwise provide financial information in a format other than in accordance with GAAP or (B) any other financial statements or information that are not reasonably available to it or that are not capable of being prepared by it without undue burden or otherwise with the use of commercially reasonable efforts; (iv) enter into any instrument or agreement with respect to the Debt Financing that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur; or (v) prepare any projections or pro forma financial statements; or (vi) deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing. Nothing contained in this Section 6.03 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. (c) Parent and Merger Subs shall, on a joint and several basis, promptly on written request by the 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 connection with the Debt Financing or satisfying its obligations under this Section 6.03, whether or not the Mergers are consummated or this Agreement is terminated (excluding, for the avoidance of doubt, the costs of the preparation of any annual or quarterly financial statements of the Company to the extent prepared in the ordinary course of its financial reporting practice). Parent and Merger Subs 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, reasonable out-of-pocket costs, reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with the Debt Financing or otherwise in connection with any action taken by the Company, any of its Subsidiaries or any of their respective Representatives pursuant to this Section 6.03 (other than the use of any information provided by the Company, any of its Subsidiaries or any of their respective Representatives in writing for use in connection with the Debt Financing) whether or not the Mergers are consummated or this Agreement is terminated, except in the event such losses, claims, damages, liabilities, reasonable out-of-pocket costs reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) arise out of or result from the gross negligence or willful misconduct of the Company or its Subsidiaries in fulfilling their obligations pursuant to this Section 6.03. (d) Anything to the contrary in this Agreement notwithstanding,(i) the parties hereto acknowledge and agree that the provisions contained in this Section 6.03 represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent, Bidco or either Merger Sub with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations; (ii) the Company’s breach of any of the covenants required to be performed by it under this Section 6.03 shall not be considered in determining the satisfaction of the condition set forth in Section 9.02(a) unless such breach is the primary cause of, or primarily resulted in, Parent being unable to consummate the Mergers; and (iii) the receipt and availability of any funds or financing is not a condition to Closing under this Agreement nor is it a condition to Closing under this Agreement for Parent to obtain all or any portion of the Debt Financing or any other financing. (e) All confidential information provided by Company, its Subsidiaries and their respective Representatives shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information as applicable to any number of Financing Sources as would be reasonable and customary in connection with any financing; provided, that all confidential information shared with Financing Sources shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Financing Sources, may be satisfied by the confidentiality provisions applicable thereto under the Bridge Facility Agreement or other customary confidentiality undertakings 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 context of customary syndication practices from Financing Sources not party 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 17.5Bridge Facility Agreement), 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 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) Subject to Section 4.16(c), the Company shall execute use its reasonable best efforts, and shall cause its Subsidiaries and its and their Represen tatives to use their reasonable best efforts, to provide such typical documents as an operations customary 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 timely co-operation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with obtaining the arrangement, syndication, marketing or consummation of the Debt Financing and maintaining any and all full or partial alternative debt and/or equity financing that may be sought and/or obtained by the Purchaser to fund the aggregate Arrangement Consideration payable under the terms of, or otherwise in connection with, the Plan of Arrangement (collectively the “Financing”), including using reasonable best efforts to: (i) co-operate in respect of diligence efforts, presentations or meetings held by or on behalf of the Purchaser with the financial institutions identified in the Debt Commitment Letter, and with any other investor, agent, arranger, lender, underwriter or other Person that commits or proposes to provide or arrange, or enters into definitive agreements (including, for greater certainty, any credit, underwriting, agency or securities purchase agreement for a Substitute Financing) related to the Financing (collectively, the “Financing Sources”), including the participation of senior officers of the Company in a reasonable number of due diligence sessions and one-on-one sessions with prospective investors, and presentations to rating agencies, provided that during the prevalence of the COVID-19 pandemic and the existence of travel restrictions and public health ordinances and advisories limiting or recommending against travel or gatherings, all meetings shall at the Company’s option, be conducted virtually online; (ii) without limiting the confidentiality restrictions noted in Section 4.16(c)(v) below, provide or make available to the Purchaser, its Representatives and the Financing Sources and their respective agents and advisors the Required Financing Information and other such financial information, operating data, business and or other information regarding the Company or any of its Subsidiaries, as the Purchaser may reasonably request in connection with the preparation of any marketing materials, offering documents, prospectuses, offering memorandums, bank information memorandums, rating agency presentations, investor presentations and similar documents (collectively, the “Financing Materials”) used in connection with the Financing and assist in the preparation of the Financing Materials, including by (x) providing the Purchaser and its Representatives with any financial information and data required to prepare any pro forma financial statements that are required under applicable Securities Laws to be included in, or as may otherwise be reasonably required for and are customarily included in, the Financing Materials and (y) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and other financing sources (without limiting the confidentiality restrictions below) and containing a customary representation to the Debt Financing Sources that that the public side versions of such documents (if any) do not include material non-public information about the Company or its Subsidiaries or their securities and as to the accuracy of the information contained in the disclosure and marketing materials related to the financing contemplated by the Debt Commitment Letter; provided, however, that the Company shall not be required to provide (i) any pro forma financial statements or any information regarding any post-Effective Time or pro forma adjustments desired to be incorporated into any information used in connection with the Financing (including any synergies or cost savings), pro forma ownership or an as-adjusted capitalization table, (ii) projections, (iii) any description of all or any component of the Financing, or (iv) risk factors relating to all or any component of the Financing; (iii) co-operate and provide information reasonably required by or for the benefit of the Financing Sources in the context of due diligence and verification, in compliance with applicable requirements or consistent with customary practice, as applicable, including promptly executing and delivering to Purchaser and the Financing Sources at least four Business Days before the Effective Date all documentation and other information with respect to the Company and its Subsidiaries (excluding information about its shareholders and creditors) that is required in connection with the Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and the requirements of 31 C.F.R. §1010.230; (iv) to the extent requested by the Purchaser, co-operate in the discharge of existing Indebtedness and Liens of the Company and its Subsidiaries in connection with the Financing (which discharge, for the avoidance of doubt, shall be the obligation of the Purchaser to be funded by the Purchaser and shall not be required to take effect before the Effective Time), including obtaining customary debt pay-off letter(s) and delivering a draft of such pay-off letter(s) to the Purchaser for review and comment; (v) to the extent requested by the Purchaser, provide guarantees and facilitate the pledging of collateral and granting of security interests in connection with the Financing, (which guarantees and security interests, for the avoidance of doubt, shall not be required to take effect before the Effective Time), and co-operate with the preparation and negotiation of and entry into of definitive and ancillary documentation in connection with the Financing; (vi) promptly updating any Required Financing Information provided by or on behalf of it, or which relates to the Company and its Subsidiaries, to ensure that Owner such information does not contain a Misrepresentation and as may be necessary so that such Required Financing Information (i) satisfies the Compliance Requirements, (ii) meets the applicable requirements set forth in the definition of “Required Financing Information” and (iii) would not, after giving effect to such update(s), cause the Marketing Period to cease or be deemed not to have commenced pursuant to the definition of “Marketing Period”; (vii) use reasonable best efforts to obtain any necessary co-operation from any of its auditors and any other advisors to the use of any financial or other expert information required to be included, or customarily included, in the Financing Materials, including any consents and authorization letters with respect to the inclusion thereof in such Financing Materials and customary comfort letters, and cause its auditors and any other advisors to participate in a reasonable number of accounting due diligence sessions and drafting sessions as may be required in connection with the Financing; and (viii) cause the taking of any corporate actions, or otherwise, by the Company and its Subsidiaries reasonably necessary to permit the completion of such Financing, in each case effective no earlier than, the Effective Time and subject to the completion of the Arrangement. (b) Notwithstanding anything contained in this Agreement to the contrar y, the Purchaser expressly acknowledges and agrees that its obligations hereunder are not conditioned in any manner upon obtaining the Debt Financing, any Alternative Financing or Replacement Financing, or any other financing, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in this Section 4.16 is not obtained, the Purchaser will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by this Agreement, subject to the applicable conditions set forth in Article 6. (c) The Company or any of its Subsidiaries and their respective Representatives shall only be required to undertake the actions described in Section 4.16(a) provided that: (i) such actions do not unreasonably interfere with the ongoing business operations of the Company or any of its Subsidiaries; (ii) the Company shall not be required to provide, or cause any of its Subsidiaries to provide, co-operation that 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; (iii) neither the Company nor any of its Subsidiaries 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; (iv) no employee, officer or director of the Company or any of its Subsidiaries shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in such Person’s capacity as an officer) with respect to the matters related to the Financing; (v) any Financing Sources acknowledge the confidentiality of Confidential Information (as defined in the Confidentiality Agreement) received by them (including through customary “click-through” confidentiality undertakings on electronic data sites); (vi) neither the Company nor any of its Subsidiaries shall be required to: (A) pay any commitment, consent or other similar fee, incur any liability (other than the payment of reasonable and documented out-of-pocket costs related to such co-operation which shall be reimbursed by the Purchaser to the extent contemplated by Section 4.16(d)) or provide or agree to provide any indemnity in connection with any Financing prior to the Effective Time; (B) contravene any applicable Law or the Constating Documents of the Company or any of its Subsidiaries; or (C) contravene any agreement that relates to any outstanding Indebtedness of the Company or any of its Subsidiaries or any other Material Contracts; (vii) such action would not cause any condition to Closing set forth in Article 6 to fail to be satisfied by the Outside Date; (viii) such action would not cause any breach of this Agreement that is not irrevocably waived by the Purchaser; and (ix) the Company shall not be required to waive or amend any terms of this Agreement. (d) If this Agreement is terminated (other than pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company]), the Purchaser shall: (i) forthwith reimburse O&M Contractor the Company for all reasonable out-of-pocket costs, fees and expenses incurred by the Company and its Subsidiaries in connection with any thirdFinancing; and (ii) indemnify the Company and its Subsidiaries from and against any and all losses, damages, costs and expenses suffered or incurred by any of them in connection with the co-party expense operation of the Company and its Subsidiaries contemplated by Section 4.16(a) or in connection with any Financing, in each case, other than in connection with any information supplied by or on behalf of the Company or any of its Subsidiaries (or which relates to the Company or any of its Subsidiaries which is approved in writing by the Company or any of its Subsidiaries) or to the extent resulting from the breach of this Agreement by, or the fraud, negligence or willful misconduct of the Company or any of its Subsidiaries or any of their respective Representatives. (e) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Financing; provided that: (i) such trademarks, trade names and logos are used solely: (A) in a manner that is not intended, or reasonably incurred likely, to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries; and (B) in providing connection with a description of the Company, its business and products and the transactions contemplated by this Agreement (including the Financing); and (ii) the Financing Sources shall only be entitled to use such opinionstrademarks, trade names and logos in connection with the Financing and they shall have no property rights therein.

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 (a) On and prior to the Closing, Parent shall, and shall cooperate with Owner cause the Parent Subsidiaries to, use commercially reasonable efforts to provide and to cause their respective officers, employees, representatives and advisors, including legal and accounting advisors to provide, to VTBH such cooperation as may be reasonably requested by VTBH in connection with Owner’s efforts to obtain and maintain any the Financing. Without limiting the generality of the foregoing, O&M Contractorincluding, but not limited to: (ai) shall execute such typical documents as an operations and maintenance contractor executes participation at reasonable times in a project finance transaction or reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and due diligence sessions, including direct contact between senior management and representatives (including accounting) of Parent, on the one hand, and potential sources of Financing, potential lenders and investors for the Financing, on the other hand (collectively, “Financing Sources”); (ii) furnishing VTBH and the Financing Sources with financial and other pertinent information regarding Parent and the Parent Subsidiaries and their industry as Owner shall exist and be reasonably requests requested by VTBH; (iii) reasonably assisting VTBH and the Financing Sources in the preparation of definitive financing documents, offering documents, marketing documents, rating agency presentations and other materials reasonably and customarily requested to be used in connection with obtaining the Financing; (iv) executing customary authorization and maintaining management representation letters; (v) cooperating in satisfying the conditions precedent set forth in any Financing, including a consent to assignment and any certifications and opinions required with respect definitive document relating to the Financing; (vi) issuing customary representation letters to auditors and using reasonable best efforts to obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to Parent and (vii) using reasonable best efforts to obtain such consents, approvals, authorizations and instruments which may reasonably be requested by VTBH to permit the consummation of the Financing and collateral arrangements. Parent hereby consents to the use of its logos in form and substance connection with the Financing; provided that such logos are used in a manner that is not intended to or reasonably acceptable likely to O&M Contractor, Owner and the Project Lender; harm or disparage Parent or its Trademarks. (b) On and prior to the Closing, VTBH shall, and shall deliver cause its Subsidiaries to, use commercially reasonable efforts to Owner provide and the Project Lender information customarily provided to cause their respective officers, employees, representatives and advisors, including legal and accounting advisors to provide, to Parent such cooperation as may be reasonably requested by Parent 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) shallany Qualified Offering, at Owner’s reasonable requestincluding, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to but not limited to: (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)participation at reasonable times in a reasonable number of meetings, drafting sessions, presentations, road shows, and rating agency and due diligence sessions, including direct contact between senior management and representatives (including accounting) of VTBH, on the one hand, and potential sources of the Qualified Offering, potential lenders and investors for the Qualified Offering, on the other hand (collectively, “Qualified Offering Investors”); (ii) include a description of furnishing Parent and the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must Qualified Offering Investors with financial and other pertinent information regarding VTBH and its Subsidiaries and their industry as shall exist and 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 disclosurereasonably requested by Parent; (eiii) 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 assisting Parent and the Project Lenders with legal opinions Qualified Offering Investors in the preparation of counsel regarding the executiondefinitive financing documents, delivery offering documents, marketing documents, rating agency presentations and validity of this Agreement, absence of conflicts, other materials reasonably and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request customarily requested to be used in connection with obtaining the Qualified Offering Investors; (iv) executing customary authorization and maintaining management representation letters; (v) cooperating in satisfying the Financingconditions precedent set forth in any definitive document relating to the Qualified Offering; (vi) issuing customary representation letters to auditors and using reasonable best efforts to obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to VTBH and (vii) using reasonable best efforts to obtain such consents, approvals, authorizations and instruments which may reasonably be requested by Parent to permit the consummation of the Qualified Offering and collateral arrangements. VTBH hereby consents to the use of its logos in connection with any Qualified Offering; provided that Owner shall reimburse O&M Contractor for any third-party expense such logos are used in a manner that is not intended to or reasonably incurred in providing such opinionslikely to harm or disparage VTBH or its Trademarks.

Financing Assistance. O&M Contractor (a) Although the parties acknowledge and agree that the obtaining of financing by Contura and its Subsidiaries is not a condition to Closing, prior to the Closing, each Alpha Party shall cooperate with Owner use its commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to use their commercially reasonable efforts to, assist Contura in connection with Owner’s efforts the arrangement of any refinancing or replacement of any existing, or the arrangement of any new, facility for Indebtedness of Contura or its Subsidiaries or any Alpha Party or their respective Subsidiaries, including up to obtain and maintain any Financing. $100 million of incremental financing, to be consummated prior to or contemporaneously with the Closing in connection with the transactions contemplated by this Agreement. (b) Without limiting the generality of the foregoing, O&M Contractor: each Alpha Party shall, and shall cause its Subsidiaries and shall use commercially reasonable efforts to cause their respective Representatives to (ai) shall execute such typical documents as an operations enter into customary agreements, including underwriting and maintenance contractor executes in a project finance transaction or as Owner reasonably requests purchase agreements, in connection with obtaining any debt financing or refinancing contemplated by Section 5.12(a), (ii) participate in meetings, due diligence sessions and maintaining road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) facilitate the pledging of, and perfection of, security interests in in the assets and equity of the Alpha Parties and their Subsidiaries effective no earlier than Closing; provided that the delivery of any Financingoriginal stock certificates and other certificated securities shall be delivered in escrow pending release at the Closing, including (v) furnish to Contura and its financing or refinancing sources as promptly as possible the financial information reasonably required by Contura’s financing sources, (vi) update any financial statements delivered pursuant to clause (v) hereof as may be necessary so that such financial information does not contain any untrue statement of a consent to assignment and any certifications and opinions required material fact with respect to the Financing business of the Alpha Parties and their Subsidiaries or omit to state any material fact with respect to the business of the Alpha Parties and their Subsidiaries necessary to make the statements not misleading in form any material respect (after giving effect to all supplements and substance updates thereto from time to time) in light of the circumstances in which they were made, (vii) provide upon the reasonable request of Contura and/or its financing or refinancing sources such information reasonably acceptable deemed necessary to O&M Contractorprepare a confidential information memorandum and other customary syndication materials reasonably required, Owner including business projections and financial statements, (viii) cooperate to facilitate the due diligence efforts of Contura’s financing sources to the extent customary and reasonable and not unreasonably interfering with the business of the Alpha Parties and their Subsidiaries, (ix) facilitate the release of any Lien on the assets and the Project Lender; (b) shall deliver to Owner interests and the Project Lender termination of all guarantees (if any) in connection therewith subject to the occurrence of the Closing, (x) provide at least four Business Days) prior to Closing all documentation and other information customarily provided as is required by applicable “know your customer” anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested by Contura in writing prior to Closing, (xi) use reasonable best efforts to obtain comfort letters of accountants, legal opinions and to provide consents for use of such independent auditors’ reports and (xii) otherwise make available documents and information relating to the Alpha Parties and their Subsidiaries, in each case, as may be reasonably requested by Contura. (c) Notwithstanding anything to the contrary in this ‎Section 5.12, no Alpha Party or director, officer or employee of any of the foregoing, shall be 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 matters contemplated by this ‎Section 5.12 to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5)pay any commitment or other similar fee not reimbursed by Contura, and (ii) include a description incur any liability of any kind (or cause their Representatives to incur any liability of any kind) prior to the material provisions of this Agreement in Closing, (iii) enter into any offering circular agreement 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 commitment in connection with tax-exempt Financing any financing which would be effective prior to the Closing or provide any certification or opinion of any Alpha Party or its Subsidiaries which would be effective prior to the Closing, (iv) provide any certificate, comfort letter or opinion of any of its Representatives (other than any officers certificate under which no personal liability of any officer is incurred), or (v) take any action that would (A) unreasonably interfere with the normal operations of the Alpha Parties and their respective Subsidiaries, (B) cause any director, officer or employee of any Alpha Party or its Subsidiaries to incur any personal liability, (C) conflict with the organizational documents of any Alpha Party or any Financing of its Subsidiaries or other arrangements effected to reduce taxes on the Project (D) result a violation or the work, which cooperation shall not includebreach of, or be considered or deemed a default under, any Contract 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 which any Alpha Party or any Project Lender may reasonably request in connection with obtaining and maintaining of its Subsidiaries is a party as of the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinionsdate hereof.

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 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 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 furnish any Excluded Information, (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 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 Acquired Companies included in any offering documents relating to any Debt Financing in which the consolidated 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 in which the consolidated historical financial statements of the Acquired Companies are included, (v) assist in the preparation of one or more credit agreements, indentures, purchase agreements, other definitive financing documents and, if applicable, customary authorization letters with respect 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, cooperate reasonably with the due diligence of any sources of the Debt Financing, to the extent customary and reasonable. (b) Notwithstanding anything to the contrary in this Section 6.13 or in Section 6.09, nothing herein or therein will require the Acquired Companies or their Representatives to provide (or be deemed to require them to prepare) any (i) pro forma financial statements or adjustments; projections; information relating to synergies, cost savings, ownership or other post-Closing adjustments; or other prospective information, (ii) description of all or any portion of the Debt Financing or other information customarily provided by financing sources or their counsel, (iii) risk factors relating to all or any component of the Debt Financing, (iv) “segment” financial information, (v) any Management Discussion and Analysis disclosure with respect to the periods covered in the Required Financial Information or otherwise or (vi) other information required by Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X under the Securities Act, any Compensation Discussion and Analysis or other information with respect to a business to be acquired required by Item 402 of Regulation S-K under the Securities Act (“Excluded Information”). (c) Notwithstanding anything herein to the contrary, (i) any requested cooperation pursuant to Section 6.09 or this Section 6.13 shall not unreasonably disrupt or interfere with the business or the operations of the Acquired Companies, (ii) nothing in Section 6.09 or this Section 6.13 shall require cooperation to the extent that it would (A) subject any of the respective Representatives of the Acquired Companies to any actual or potential personal liability, (B) conflict with or violate, or reasonably be expected to conflict with or violate, any of the organizational documents of the Acquired Companies or any Law, or result in, or reasonably be expected to result in, the contravention of, or violation or breach of, or default under, any Contract to which any of the Acquired Companies is a party, (C) cause, or reasonably be expected to cause, any condition to the Closing set forth in Section 9.01 or Section 9.03 to not be satisfied or cause satisfaction of any such condition to be materially delayed or be delayed beyond the date on which the Closing otherwise would have occurred, (D) cause, or reasonably be expected to cause, any breach of this Agreement or (E) cause, or reasonably be expected to potential Project Lenders cause, the Acquired Companies or their Representatives to bear any out-of-pocket cost or expense (subject unless promptly reimbursed by Parent pursuant to this Section 6.13), (iii) none of the Acquired Companies shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation or provide or agree to provide any indemnity in connection with any Debt Financing prior to Closing, (B) provide access to or disclose information where the Company determines in good faith that such access or disclosure could reasonably be expected to jeopardize the attorney-client privilege or contravene any Law or Contract or that such information consists of attorney work product, (C) waive or amend any terms of this Agreement or any other Contract to which any of the Acquired Companies is party, (D) prepare or provide any financial statements or information that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice, in each case, except for the Required Financial Information, or (E) provide any legal opinion or reliance letters or any certificate (including solvency or similar certificates from a financial or similar officer) or opinion of any of its Representatives (in each case, except for, and in connection with, the customary comfort letters and consents referred to in clause (iv) of Section 6.13(a) and the authorization letters referred to in clause (v) of Section 6.13(a)) and (iv) none of the Acquired Companies or their respective directors, officers or employees, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument with respect to the Debt Financing or, except with respect to notices issued pursuant to Section 17.56.06, the prepayment or redemption of any indebtedness, or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained (in each case, except for the authorization letters referred to in clause (v) of Section 6.13(a)), unless Parent and such director, officer or employee shall have determined that such director, officer or employee is to remain as a director, officer or employee of any of the Acquired Companies on and after the Closing Date and such agreement, document, instrument, resolution or other action is contingent upon the occurrence of, or only effective as of, the Closing. Nothing contained in this Section 6.13 or otherwise shall require the Acquired Companies, prior to the Closing, to be an issuer or other obligor with respect to any Debt Financing. (d) Parent shall (A) use reasonable best efforts to keep the Company updated on any progress of the Debt Financing, including, without limitation, by delivering executed copies of any commitment letters, engagement letters and fee letters (which may be redacted in a customary manner to remove fees and other economics, none of which affect the availability, conditionality or timing of the contemplated financing) and any definitive documents with respect to the Debt Financing for review by the Acquired Companies as promptly as reasonably practicable after execution thereof, and (B) indemnify and hold harmless the Acquired Companies and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable and documented out-of-pocket costs and expenses, interest, awards, judgments and penalties actually suffered or incurred by them in connection with the arrangement of the Debt Financing or any action taken in accordance with Section 6.09 or this Section 6.13 and any information utilized in connection therewith (other than information provided by the Acquired Companies or any of their respective Representatives on their behalf in writing for use in the offering documents for such Debt Financing), in any case, except (i) to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct, fraud or intentional misrepresentation by or of the Acquired Companies or their respective Representatives or (ii) as a result of any breach of this Agreement by the Acquired Companies or any of their respective Representatives. In addition, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Acquired Companies in connection with Section 6.09 and this Section 6.13. (e) The Company hereby consents to the use of all logos of the Acquired Companies in connection with the Debt Financing so long as such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Acquired Companies or the reputation or goodwill of the Acquired Companies and their respective marks, products, services, offerings or intellectual property rights. (f) Each of Parent, Acquirer and Xxxxxx Sub acknowledges and agrees that (i) the obtaining of the Debt Financing (or any alternative financing) is not a condition to the Closing, and (ii) include a description that none of Parent’s, Acquirer’s or Xxxxxx Sub’s respective obligations hereunder are conditioned in any manner upon Xxxxxx, Acquirer or Merger Sub obtaining financing in respect of the material provisions Transactions. (g) For the avoidance of doubt, any failure of the Company to fulfill its obligations under Section 6.09 or this Section 6.13 shall not be deemed a breach of this Agreement or excuse the performance of Parent, Acquirer and Merger Sub to consummate the Mergers, so long as the Company is acting reasonably 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 good faith to fulfill 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 opinionsobligations.

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) Between the date hereof and the Effective Time, the Company shall, and shall execute cause the Company Representatives 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, including a consent to assignment and any certifications and opinions required with respect cooperation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with obtaining and maintaining the Financing, arrangements by the Purchaser to obtain financing relating to the transactions contemplated by this Agreement (provided that Owner (x) to the extent reasonably practicable, such request is made on reasonable notice, (y) cooperation does not unreasonably interfere with the ongoing operations of the Company, its subsidiaries or the Joint Ventures or unreasonably interferes with or hinders or delays the performance by the Company of its obligations hereunder, and (z) the Company shall reimburse O&M Contractor not be required to provide cooperation that involves any binding commitment by the Company (other than those set out below at items (i) through (xi)) which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the Company upon the termination of this Agreement), including as so requested, by: (i) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (ii) furnishing the Purchaser and the Financing Parties with such financial and other pertinent information regarding the Company on a consolidated basis as may be reasonably requested by the Purchaser; (iii) assisting the Purchaser and the Financing Parties in the preparation of, and providing the Purchaser a written authorization for the release of: (A) offering materials (including offering memoranda, bank books, road show materials and bank syndication materials) for any third-party expense monies raised to complete the Arrangement (including, if reasonably incurred requested by the Purchaser, the execution and delivery of customary representation letters); and (B) materials for rating agency presentations; (iv) cooperating with the Purchaser in connection with the Purchaser’s applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with any such financing; (v) cooperating with the marketing efforts of the Purchaser and the Financing Parties for any monies raised by the Purchaser to complete the Arrangement (including, if requested by the Purchaser, participating in “road shows” and bank meetings for such purpose); (vi) preparing and furnishing the Purchaser and the Financing Parties with financial and other information regarding the Company on a consolidated basis as may be reasonably requested by the Purchaser, including financial statements prepared in accordance with applicable accounting standards which shall be Compliant (all information required to be delivered pursuant to this clause (vi) being referred to as the “Financing Information”); (vii) using commercially reasonable efforts to obtain customary auditors’ comfort letters and legal opinions and other documentation and items relating to such financing and any security related thereto and the collateral pledged therein as reasonably requested by the Purchaser and, if requested by the Purchaser, to cooperate with and assist the Purchaser in obtaining such documentation and items; (viii) using commercially reasonable efforts to provide: (A) monthly financial statements as soon as possible and in no event later than 25 days after the end of each month; (B) quarterly financial statements as soon as possible and in no event later than 45 days after the end of each fiscal quarter (other than the fourth quarter); and (C) annual financial statements prepared in accordance with IFRS including an auditors’ report thereon, as soon as possible and in no event later than 90 days after the end of the fiscal year. Notwithstanding the foregoing the Company shall deliver to the Purchaser its audited annual consolidated financial statements for the fiscal year ended December 31, 2011, the notes thereto and the report of the auditors thereon, such financial statements being prepared and reported in accordance with IFRS, no later than March 5, 2012. (ix) executing and delivering, to be effective as of the Effective Time, any definitive financing documents; (x) providing such opinionscertificates, legal opinions or documents, as may be reasonably requested by the Purchaser (including a customary Canadian certificate of the Chief Financial Officer of the Company with respect to solvency matters and consents of auditors for use of their reports in any materials relating to such financing) and cooperating in connection with the pay-off at the Effective Time of existing indebtedness of the Company under the Credit Agreement and the release of related Liens under the Credit Agreement and other Liens identified by Purchaser, if applicable; (xi) using commercially reasonable efforts to take actions necessary to permit the Financing Parties to evaluate the Company’s business, current assets, cash management and accounting systems, policies and procedures relating thereto; (xii) using commercially reasonable efforts to obtain waivers, consents and approvals from other parties to Material Contracts to which the Company is a party and to arrange discussions among the Purchaser and the Financing Parties with other parties to Material Contracts as of the Effective Time; and (xiii) taking all corporate actions, to be effective at the Effective Time, requested by the Purchaser that are necessary or customary to permit the consummation of any such financing and to permit the proceeds thereof, together with the cash at the Company to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated hereby. (b) Notwithstanding Section 7.4(a), the Company shall not be required to: (i) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time; (ii) take any action or do anything that would: (A) contravene any applicable Law; (B) contravene any Contract of the Company or any subsidiary of the Company that relates to borrowed money; or (C) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; (iii) commit to take any action set forth in Section 7.4(a)(ix), Section 7.4(a)(xii) or 7.4(a)(xiii) that is not contingent on the consummation of the transactions contemplated by this Agreement at the Effective Time; or (iv) except as required to comply with applicable Securities Laws, disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality.

Financing Assistance. O&M Contractor (1) The Company shall, and shall cooperate with Owner in connection with Owner’s cause its subsidiaries to, and use its reasonable best efforts to obtain have its and maintain any Financing. Without limiting the generality of the foregoingtheir Representatives to, O&M Contractor: (a) shall execute 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, including a consent to assignment and any certifications and opinions required with respect cooperation to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and Purchaser as 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 Purchaser may reasonably request in connection with obtaining and maintaining the Financing, arrangements by the Purchaser to obtain the advance of the debt financing referred to in Section 5.2 as contemplated in the Commitment Letter (provided that Owner (i) to the extent reasonably practicable, such request is made on reasonable notice and reasonably in advance of the proposed commencement of the Marketing Period and/or the date that the Final Order is obtained by the Company, (ii) cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries or unreasonably interfere with or hinder or delay the performance by the Company or its subsidiaries of their obligations hereunder, and (iii) the Company shall reimburse O&M Contractor not be required to provide, or cause any subsidiaries to provide, cooperation that involves any binding commitment by the Company or any of its subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the Company or its subsidiaries upon the termination of this Agreement), including as so requested: (a) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (b) furnishing the Purchaser and the Lenders with such financial and other pertinent information regarding the Company as may be reasonably requested by the Purchaser; (c) assisting the Purchaser and the Lenders (upon delivering of signed non-disclosure undertakings in customary form) in the preparation of, and providing the Purchaser a written authorization for the release of, (i) necessary, customary or advisable offering materials (including offering memoranda, bank books, road show materials and bank syndication materials) for any thirddebt raised to complete the Arrangement (including, if reasonably requested by the Purchaser, the execution and delivery of customary representation letters and an additional version of such information to be used by prospective lenders’ public-side employees and representatives who do not wish to receive material non-public information with respect to the Company and its subsidiaries) and (ii) necessary, customary or advisable materials for rating agency presentations; (d) cooperating with the Purchaser in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such debt financing; (e) cooperating with the marketing efforts of the Purchaser and the Lenders for any debt raised by the Purchaser to complete the Arrangement (including, if requested by the Purchaser, participating in “road shows” and bank meetings for such purpose); (f) preparing and furnishing the Purchaser and the Lenders with financial and other information regarding the Company and its subsidiaries as may be reasonably requested by the Purchaser, including financial statements, prepared in accordance with GAAP together with a reconciliation to United States generally accepted accounting principles prepared substantially in accordance with Item 18 of Form 20-F, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S–X and Regulation S-K promulgated under the 1933 Act (excluding information required by Regulation S-X Rule 3-10, but including summary guarantor/non-guarantor information of the type that customarily would be included in an offering memorandum relating to private placements of debt securities under Rule 144A of the 1000 Xxx) and of type and form, and for the periods, customarily included in offering documents to consummate private placements of debt securities under Rule 144A of the 1933 Act, assuming that such private placements were consummated at the same time during the Company’s fiscal year as such private placements of debt securities will be made, all of which shall be Compliant (all information required to be delivered pursuant to this clause (f) being referred to as the “Financing Information”); (g) using reasonable best efforts to obtain customary accountants’ comfort letters, legal opinions, appraisals, surveys, certificate of location and plan, title insurance or title opinions from a firm carrying acceptable insurance coverage and other documentation and items relating to such debt financing as reasonably requested by the Purchaser and, if requested by the Purchaser, to cooperate with and assist the Purchaser in obtaining such documentation and items; (h) using its reasonable best efforts to provide (i) monthly financial statements as soon as possible and in no event later than 25 days after the end of each month, (ii) quarterly financial statements as soon as possible and in no event later than 45 days after the end of each fiscal quarter (other than the fourth quarter), and (iii) annual financial statements prepared in accordance with GAAP, including an auditors’ report thereon, as soon as possible and in no event later than 90 days after the end of the fiscal year, in each case prior to the Effective Date; (i) 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 Purchaser (including a certificate of the Chief Financial Officer of the Company or any subsidiary thereof with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing) and otherwise facilitating the pledging of collateral as may be reasonably requested by the Purchaser (including cooperation in connection with the pay-off of existing indebtedness and the release of related Liens and other Liens identified by Purchaser if applicable or not insured by title insurance); (j) using reasonable best efforts to take actions necessary to (i) permit the Lenders to evaluate the Company’s and its subsidiaries’ 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 (ii) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing provided that no right of any Lender, nor obligations of the Company or any of its subsidiaries, thereunder shall be effective until the Effective Time; (k) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or any of its subsidiaries is a party expense reasonably and to arrange discussions among the Purchaser and the Lenders with other parties to material leases, encumbrances and contracts as of the Effective Time; and (l) taking all corporate actions, to be effective at the Effective Time, requested by the Purchaser that are necessary or customary to permit the consummation of such debt financing and to permit the proceeds thereof, together with the cash at the Company and its subsidiaries, to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated hereby. (2) Notwithstanding Section 7.8(1), none of the Company nor any subsidiary of the Company shall be required to (a) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time, (b) take any action or do anything that would (i) contravene any applicable Law, (ii) contravene any Contract of the Company or any subsidiary of the Company that relates to borrowed money or (iii) be capable of impairing or preventing the satisfaction of any condition set forth in Article VI, (c) commit to take any action that is not contingent on the consummation of the transactions contemplated by this Agreement at the Effective Time, or (d) except as required to comply with applicable Securities Laws disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other person with respect to confidentiality. The Purchaser agrees to indemnify the Company, its affiliates and their respective officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in providing such opinionsconnection with any actions or omissions by any of them in connection with any request by the Purchaser made hereunder and for any alleged misstatement or omission in any information provided hereunder at the request of the Purchaser (other than historical factual information to the extent prepared by the Company and relating to the Company and its subsidiaries). The Purchaser shall promptly upon request by the Company and from time to time reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisers, agents and representatives in connection with any of actions contemplated by this Section 7.8, including, if this Agreement is terminated by the Purchaser (other than pursuant to Section 8.1(1)(c)(i) or 8.1(1)(c)(ii)) in accordance with its terms, in connection with any unwinding or similar transactions by the Company or its subsidiaries required as a result of actions taken pursuant to this Section 7.8.

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 (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 obtain customary accountants’ comfort letters and legal opinions and other documentation and items relating to the Debt Financing as reasonably requested by the Parent or its Financing Sources and, if reasonably requested by the Parent, to cooperate with and assist in obtaining such documentation and items; and (h) 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 material provisions Debt Financing and to permit the proceeds thereof to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated hereby. (2) Notwithstanding Section 4.9(1), neither the Company nor any of its Subsidiaries shall be required to: (i) pay any fees or costs associated with the Debt Financing or any other financing of or by the Purchaser or the Parent (provided that if any such fees or expenses are incurred, the Parent shall promptly reimburse such fees and expenses upon request); (ii) make any binding commitment to borrow money, which commitment is not conditional upon the completion of the Arrangement and does not terminate without liability to the Company or its Subsidiaries upon the termination 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 disclosureAgreement; (eiii) at Owner’s requestincur any liability (or cause their respective directors, shall reasonably cooperate with officers or employees to incur any liability) under the independent engineer Debt Financing prior to the Closing; or (iv) deliver any legal opinions by its counsel. (3) The Parent hereby indemnifies and holds harmless the Company, its Subsidiaries and their respective officers, directors, Company Employees, consultants, agents, advisors and representatives from and against any rating agencies and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate incurred by any of them in connection with tax-exempt any actions or omissions in connection with a request by the Parent made under this Section 4.8. (4) No Company Related Party shall have any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding the foregoing, nothing in this Section 4.9(4) shall in any way limit or modify the rights and obligations of the Purchaser under this Agreement or any Financing or other arrangements effected Source’s obligations to reduce taxes on the Project or Purchaser under 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 opinionsDebt Commitment Letter.

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) 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 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 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 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 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 consent reasonable number of meetings and presentations with arrangers and prospective lenders and investors, as applicable (including the participation in such meetings of the Company’s senior management), in each case at times and locations to assignment be mutually agreed, and (x) use commercially reasonable efforts to assist in procuring any certifications necessary rating agency ratings or approvals. (b) Notwithstanding anything in this Section 5.16 to the contrary, in fulfilling its obligations pursuant to this Section 5.16, (i) none of the Company, its Subsidiaries or its Representatives shall be required to (x) pay any commitment or other fee, provide any security or incur any other liability in connection with any financing prior to the Effective Time, (y) enter into any definitive agreement the effectiveness of which is not conditioned upon the Closing; or (z) give any indemnities that are effective prior to the Effective Time, (ii) any requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, and (iii) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company and its Subsidiaries from and against any and all losses or damages actually suffered or incurred by them directly in connection with the arrangement of any such financing (other than to the extent related to information provided by the Company, its Subsidiaries or their respective Representatives). In addition, no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any financing will be effective until the Effective Time, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in this Section 5.16 will require the Company, its Subsidiaries or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing prior to the Closing. Nothing in this Section 5.16 shall require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or take any other action under this Section 5.16 that could reasonably be expected to result in personal liability to such officer or Representative; or (B) the Board of Directors of the Company to approve any financing or contracts related thereto prior to the Effective Time (it being understood and agreed that all such certificates, opinions or resolutions shall be delivered by any officer or board members of the Surviving Corporation immediately after the Effective Time). The Company and its Subsidiaries and Representatives shall not be required to deliver any legal opinions or solvency certificates. (c) At the request of Parent, the Company shall deliver to Parent at least two business days prior to the Closing Date payoff letters from any third-party lenders (or agents therefor), trustees, or other holders of indebtedness of the Company or its Subsidiaries (or representatives therefor), as applicable, in the customary forms of such lenders, trustees or other holder of indebtedness or otherwise in form reasonably satisfactory to Parent, 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 indebtedness or obligations of the Site; (cCompany and its Subsidiaries set forth in Section 5.16(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 Company Disclosure Schedule. At the sole cost and expense of this Agreement in any offering circular or document required for Parent, 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, Company shall reasonably cooperate with Parent in replacing any letters of credit issued pursuant to the independent engineer facilities evidencing the above referenced indebtedness or obligations. (d) The Company shall, at the request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and discharge or defease any rating agencies then-existing indebtedness for borrowed money of the Company or credit enhancement entities associated with a Financingany of its Subsidiaries; provided, however, that the Company and its Subsidiaries shall not be obligated to make or cause to become effective any such action (fnor shall the Company or any of its Subsidiaries be required to incur any cost or liability in respect thereof) prior to the Effective Time. For the avoidance of doubt, any redemption, prepayment or other payment made to satisfy and discharge or defease such portion of the Company Indebtedness prior to or at Owner’s request, the Closing shall reasonably cooperate be the obligation of Parent. Parent shall prepare all necessary and appropriate documentation in connection with tax-exempt Financing or any Financing or other arrangements effected action described above, and provide the Company with a reasonable opportunity to reduce taxes comment 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 such documents. Parent and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflictsCompany shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the legal status preparation 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 opinionsdocuments.

Financing Assistance. O&M Contractor (a) Buyer shall cooperate use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable, or proper to obtain the Debt Financing on or prior to the Closing Date. Buyer shall give Seller prompt written notice if and when Buyer becomes aware that any portion of the Debt Financing may not be available for the purposes of consummating the transactions contemplated by this Agreement. Buyer shall keep Seller informed on a reasonably current basis with Owner in connection with Ownerreasonably detailed information about the status of Buyer’s efforts to obtain and maintain any the Debt Financing. Without limiting Buyer shall not take any action that would reasonably be expected to materially delay or prevent the generality consummation of the foregoingtransactions contemplated hereby, O&M Contractor: including the Debt Financing. (ab) Seller shall execute use its commercially reasonable efforts to cause its officials, employees, attorneys, accountants, and other Representatives to provide all customary cooperation that is reasonably requested by Buyer and reasonably necessary to arrange for and obtain the Debt Financing, to the extent that the participation by members of management of Seller is reasonably necessary in connection therewith. Seller shall provide such typical commercially reasonable assistance as is customarily provided for in financings of the type contemplated by the Debt Financing, including using commercially reasonable efforts, at Buyer’s cost and expense, in (i) (A) designating one or more members of senior management of Seller to participate in, at reasonable times and upon reasonable notice, a reasonable number of investor presentations and rating agency materials and presentations and (B) assisting with the preparation of customary offering documents as an operations and maintenance contractor executes in a project finance transaction materials of Buyer, including private placement or as Owner reasonably requests offering memoranda, bank information memoranda, bank syndication material and packages, and similar documents and materials, in connection with obtaining the Debt Financing (all such documents and maintaining materials, collectively, the “Offering Documents”), (ii) furnishing to Buyer all ML&P Information (including execution of customary authorization and management representation letters) as may be reasonably requested by Buyer to assist in the preparation of the Offering Documents, (iii) providing information that is reasonably available or readily obtainable regarding Seller to assist Buyer in preparing Buyer’s pro forma financial statements to the extent specified by SEC Regulation S-X, and designating, upon request, whether any such information is suitable to be made available to lenders and other investors who do not wish to receive material non-public information, (iv) designating one or more members of senior management of Seller to participate, at reasonable times and upon reasonable notice, in due diligence sessions, drafting sessions, management presentations, rating agency presentations (subject to customary confidentiality provisions), lender meetings (including one-on-one meetings), and one or more road shows, (v) requesting ML&P’s independent auditors to cooperate reasonably with Buyer’s independent auditors, participate in customary accounting due diligence sessions, and provide customary accountant’s comfort letters and consents that are used in any offering document for the Debt Financing, including and (vi) assisting in the preparation of, and executing and delivering at the Closing, definitive documents related to the Debt Financing and other customary certificates and documents as may be reasonably requested by Buyer. (c) Notwithstanding anything to the contrary contained in this Section 6.13, nothing in this Section 6.13 shall require any such cooperation to the extent that it would (i) require Seller to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities, (ii) unreasonably interfere with the Business, (iii) require Seller to enter into or approve any agreement or other documentation or agree to any change or modification of any existing agreement or other documentation, (iv) require Seller to prepare pro forma financial statements or pro forma adjustments reflecting the Debt Financing or the transactions contemplated by this Agreement (provided that Seller shall otherwise cooperate with the preparation of such pro forma financial statements and pro forma adjustments prepared by Buyer), (v) require Seller to approve or authorize the Debt Financing, or (vi) require Seller to cause the delivery of (A) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for the Debt Financing, other than accountants’ customary comfort letters as contemplated by clause (v) of Section 6.13(b), (B) any audited financial information or any financial information prepared in accordance with Regulation S-K or Regulation S-X under the Securities Act of 1933, or any financial information, in each case, in a consent to assignment and any certifications and opinions required form not customarily prepared by Seller with respect to any period (provided, that for the Financing in form and substance reasonably acceptable to O&M Contractoravoidance of doubt, Owner and the Project Lender; foregoing clause (bB) shall deliver not be relied upon to Owner prevent Seller from delivering its year-end audited financial statements or quarterly unaudited financial statements to the extent otherwise required by this Agreement or assisting Buyer reasonably in preparing necessary information) or (C) any financial information with respect to a month or fiscal period that has not yet ended or that has ended less than 90 days, or less than 210 days in the case of an annual period, prior to the date of such request. (d) Buyer shall (i) promptly reimburse Seller for all reasonable out-of-pocket costs or expenses (including reasonable and the Project Lender information customarily provided documented costs and expenses of counsel and accountants) incurred by Seller or any of its Representatives in connection with a project financing any cooperation provided for 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)6.13, and (ii) include indemnify and hold harmless Seller and each and all of its Representatives from and against any Losses incurred as a description result Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. of, or in connection with, any cooperation provided for in this Section 6.13 or the material provisions of this Agreement in any offering circular or document required for the Debt 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 information used in connection therewith, unless Seller acted in bad faith or with tax-exempt Financing or any Financing or gross negligence and other arrangements effected to reduce taxes on than in 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 case 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 opinionsfraud.