Common use of Financing Assistance Clause in Contracts

Financing Assistance. Prior 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 provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (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 foregoing sentence, prior 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: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.

Financing Assistance. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its reasonable best efforts to cause its and their commercially reasonable efforts respective Representatives to, on a timely basis, provide cooperation, to provide such cooperation as may be the extent reasonably requested by Parent in writing, in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere or any other debt, equity, equity-linked or other financing of Parent or any of its Subsidiaries in connection with the ongoing operations of Merger and the Company and its Subsidiaries)other transactions contemplated hereby. Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its reasonable best efforts to cause its and their commercially reasonable efforts respective Representatives to: : (a) furnish, or cause to be furnished, to Parent (A) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity of the Company for each of the three most recently completed fiscal years of the Company ended at least sixty (60) days prior to the Closing Date prepared in accordance with GAAP applied on a basis consistent with that of the most recent fiscal year and (B) unaudited condensed consolidated balance sheets and related unaudited condensed consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity of the Company for each subsequent fiscal quarter of the Company ended at least forty (40) days before the Closing Date (other than the fourth quarter of any fiscal year) prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and reviewed (AS 4105) by the Company’s independent public accountants; it being understood and agreed that any such financial statements that have been filed with the SEC shall be deemed to have been furnished to Parent for purposes of this clause (a); (b) (i) as provide to Parent or any of its Subsidiaries ,such other historical financial data and other historical financial information regarding the Company and its Subsidiaries reasonably necessary for Parent’s or any of its Subsidiaries’ preparation of any pro forma financial information of the type required by Regulation S-X or Regulation S-K under the 1933 Act for a registered public offering of debt or equity (or equity-linked) securities and (ii) use reasonable best efforts to promptly as reasonably practicable provide information (financial or otherwise) relating to the Company or any of its Subsidiaries 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 financing) to the extent reasonably requested by Parent in writing to prepare customary offering or information documents to be used for the completion of such financing (it being understood that the Debt FinancingCompany, its Subsidiaries and its and their respective Representatives shall not be responsible for preparing (iiA) any pro forma financial statements or (B) any other financial statements (other than as set forth in Section 6.05(a)) that are not readily available or prepared in the ordinary course of its or their respective financial reporting practices); (c) use reasonable best efforts to cooperate with the marketing efforts of Parent and the Financing Sources, including participating by using reasonable best efforts to cause its management with appropriate experience and expertise to assist, to the extent permitted under Antitrust Laws, in preparation for and to participate in a reasonable number of meetings, due diligence sessions (including accounting due diligence), road shows and road shows, sessions with ratings agencies at times and at locations reasonably acceptable to the Company, which times and locations shall be presented to the Company in writing reasonably in advance of such meetings, road shows and sessions; (iiid) reasonably assist use reasonable best efforts to provide reasonable and customary assistance to Parent in preparing the preparation of 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 ; (e) use reasonable best efforts to obtain and deliver any required consent of the independent accountants of the Company and its Subsidiaries to use their audit reports with respect to the financial statements furnished pursuant to this Section 6.05 in any registration statement of Parent or any of its Subsidiaries filed with the SEC relating to such financing or otherwise in connection with any such financing consisting of an offering of securities; (f) use reasonable best efforts to cause the Company’s and its Subsidiaries’ independent accountants to (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 participate in a manner consistent with their customary practice in accounting due diligence sessions in connection with such financial statements shall not be subject to any “going concern” qualifications) financing and (B) unaudited consolidated balance sheets and provide customary comfort letters (including “negative assurance” comfort) with respect to financial information 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 SubsidiariesSubsidiaries included in any offering document, in each caseto the extent such comfort letters are customarily delivered to the applicable underwriters, as may be reasonably requested by Parent, initial purchasers or as may be requested by the SEC in connection with the completion of the financing, (v) obtain any necessary consents from the Company’s independent public accounting firm placement agents in connection with any filings with issuance of securities in a capital markets transaction comprising part of such financing; (g) use reasonable best efforts to inform Parent promptly in writing if any member of the SECBoard of Directors of the Company, the Company’s chief financial officer or any other executive officer of the Company (vii) obtain customary financing accountants’ comfort letters and consents concludes that any previously issued financial statement of accountants for use the Company or any of their reports in any materials relating Subsidiaries included or intended to the financing and be used in connection with any filings required to such financing should no longer be made by Parent pursuant to relied upon as per Item 4.02 of Form 8-K under the 1933 Exchange Act or (ii) shall have knowledge of any facts as a result of which a restatement of any of the 1934 Act Company’s or any of its Subsidiaries’ financial statements is required or reasonably likely; and (including the Registration Statement), (viih) subject to customary confidentiality provisions, provide customary authorization letters to the Parent’s or any of its Subsidiaries’ Financing Sources Sources, authorizing the distribution of information to prospective lenders or investors and containing a representation that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries (viii) obtain only to the extent such authorization letters contain customary payoff letters and instruments of discharge to be delivered at Closing to allow disclaimers for the payoffCompany, discharge its Affiliates and termination in full on their respective Representatives with respect to responsibility for the Closing Date use or misuse of the Credit Agreementcontents thereof). Notwithstanding the foregoingIn connection with this Section 6.05, (1i) 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 expense in connection with any financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement or any Existing Debt FinancingModification, (2) none except such expenses for which Parent or one of its Subsidiaries is obligated to reimburse the Company or, if reasonably requested by the Company, for which funds that are actually necessary to pay such expenses are provided in advance by Parent or one of its Subsidiaries to the Company, (ii) the Company and its Subsidiaries and any persons who are officers or their respective officersdirectors of such entities shall not be required to pass resolutions or consents to approve or authorize the execution of such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement, directors (iii) no director or employees officer of the Company or any of its Subsidiaries shall be required to execute any agreement, certificate, document or enter into or perform any agreement instrument with respect to such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement or any Existing Debt Financing that is not contingent upon the Closing occurring or Modification, in each case, that would be effective prior to the Closing (other than customary authorization letters contemplated by clause and as expressly provided for in Section 6.06), (viiiv) of this Section 6.03 and for any required cooperation shall not unreasonably interfere with the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf ongoing operations of the Company and its Subsidiaries as may and (v) neither the Company nor any of its Subsidiaries or any of their respective Representatives shall be required to take or cause to be taken any action pursuant to this Section 6.05 that (1) would cause any representation or warranty in this Agreement to be breached by the Financing Sources pursuant to Company or any of its Subsidiaries; (2) would conflict with (A) the Debt Commitment Letter at, organizational documents of the Company or as ofits Subsidiaries or any material laws or (B) obligations of confidentiality from a third party (not created in contemplation hereof) binding on the Company or its Subsidiaries (provided; that in the event that the Company or its Subsidiaries do not provide information in reliance on the exclusion in this clause (B), the ClosingCompany and its Subsidiaries shall provide notice to Parent promptly that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality), and ); (3) nothing would require providing access to or disclosing information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries (provided; that the Company shall obligate use reasonable best efforts to allow for such access to the maximum extent that does not jeopardize attorney-client privilege); (4) would require its legal counsel to provide any legal opinions or 10b-5 letters; (5) would require the Company or its Subsidiaries to prepare any projections or forecasts; (6) would require the Company or any of its Subsidiaries to providedisclose (if not previously publicly disclosed by the Company) any preliminary financial results or “flash numbers”; (7) would reasonably be expected to result in a breach of or a default (with or without notice, lapse of time, or cause to be providedboth) under, any legal opinion Material Contract; (8) would require the Company to file or furnish any reports or information with the SEC in connection with such financing, except, after consultation between Parent and the Company and their Representatives, the furnishing on Current Reports on Form 8-K by its counsel, or the Company of information included in documents with respect to provide, or cause to be provided, any information or take, or cause to be taken, any action such financing to the extent it required in order to satisfy the Company’s Regulation FD disclosure obligations; or (9) would cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability. Parent and its Subsidiaries shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective 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 any cooperation under this Section 6.05 and Section 6.06 to the fullest extent permitted by law, other than to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are the result of (x) the gross negligence, bad faith or willful misconduct of the Company, its Subsidiaries or its or their respective Representatives, in each case as determined by a court of competent jurisdiction in a violation final, non-appealable judgment, (y) such Person’s material breach of Applicable Law this Agreement or loss (z) any material misstatement or omission in information provided in writing hereunder by any of the foregoing Persons for use in connection herewith or with any privilegefinancing or Existing Debt Modification. Parent shallshall promptly, promptly upon written request by the Company, reimburse the Company or any of its Subsidiaries for all reasonable and documented out-of-pocket costs and or expenses (including reasonable attorneys’ fees) actually incurred by each such Person in connection with the Company or any of its Subsidiaries in satisfying its obligations cooperation provided under this Section 6.03. Parent6.05 or Section 6.06, whether or not the 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 settlement (including all interest, assessments and other charges paid is consummated or payable in connection with or in respect of any thereof) 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 therewiththis Agreement is terminated.

Financing Assistance. Prior to the Closing, the (a) The Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its and their commercially reasonable efforts to cause each of their respective Representatives (including legal, tax, regulatory and accounting advisors) to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (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 foregoing sentence, prior which cooperation shall, to the Closingextent requested, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: include: (i) as promptly as reasonably practicable and in any event no later than the tenth Business Day preceding the Closing Date (such date, the “Delivery Deadline”) provide Parent and the Financing Sources with (A) all historical consolidated balance sheets and related audited and unaudited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company and other historical financial information (financial or otherwise) relating regarding the Company and its Subsidiaries, in either case required to Company be provided to the Financing Sources (including information to be used in by the preparation terms of an information package regarding the business, operations, financial projections and prospects of Parent and the Company customary any commitment letter or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financingagreement entered into with any Financing Source, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 (AB) audited consolidated balance sheets and related audited statements of operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 60 more than 90 days prior to the Closing Date (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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least 40 more than 45 days prior to the Closing Date, all such audited and unaudited statements complying with the requirements of Form F-4 for persons being acquired and Regulation S-X under the Securities Act for a non-issuer entity whose financial statements are filed in a registered offering of securities solely to satisfy Rule 3-05 of Regulation S-X, without giving effect to Rule 3-05(b)(4) of Regulation S-X (clauses (A) and (B), collectively, the “Required Financial Information”) and (C) such other historical financial and other information regarding the Company and its Subsidiaries as Parent may reasonably request; (ii) as promptly as reasonably practicable, and in any event no later than the Delivery Deadline, provide Parent and the Financing Sources with such information (financial or otherwise) relating to the Company and its Subsidiaries (including information to be used in the preparation of an information package regarding the business, operations and financial condition of Parent and the Company) reasonably necessary for Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing; (iii) cooperate and assist with the reasonable due diligence, rating agency processes and syndication and marketing efforts of Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings (including one-on-one meetings with representatives of the Financing Sources, prospective lenders and prospective investors, on the one hand, and senior management and Representatives of the Company, in each case with appropriate seniority and expertise, on the other hand), due diligence sessions (including accounting due diligence sessions), drafting sessions and road shows, at reasonable times and on reasonable notice; provided that the Company and its Representatives will only be required to travel or attend any in person meetings for a period not to exceed five Business Days and each such Representative shall be reasonably compensated for his or her reasonable costs and expenses; (iv) assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, confidential information memoranda, private placement memoranda, prospectuses, filings with the SEC and other similar documents prepared in connection with the Debt Financing, including delivery and consenting to the inclusion or incorporation of the Required Financial Information and all other historical financial and other information regarding the Company and its Subsidiaries reasonably requested by Parent for use in any offering or information documents to be prepared in connection with the Debt Financing; (v) 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 may be requested by the SEC in connection with the completion of the financingDebt Financing; (vi) provide to Parent and the Financing Sources promptly, and in any event at least five Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates requested in writing by Parent and 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; (vvii) obtain any necessary consents (A) request customary comfort letters from the Company’s independent registered public accounting firm in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters and 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 Statementcustomary “negative assurances”), (viiB) request the Company’s independent registered public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the Required Financial Information in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters, and (C) request the Company’s independent registered public accounting firm to reasonably cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent registered public accounting firm; (viii) subject to customary confidentiality provisions, provide customary authorization letters (in a form and on terms reasonably acceptable to the Company) to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, including, if requested, containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates; (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and (viii) obtain customary payoff letters letters, lien terminations and releases and instruments of discharge discharge, all in customary form, to be delivered at Closing to allow providing for the payoff, discharge and termination payoff in full on the Closing Date of any amounts due under the Credit AgreementAgreement and for the termination of all obligations thereunder (other than other such obligations under the Credit Agreement that expressly by their terms survive such payoff, discharge and termination) and releasing, discharging and terminating any liens and other security interests created under any security documents in connection with the Credit Agreement and all related obligations thereunder and under each security documents (other than obligations under such security documents that expressly by their terms survive such payoff, discharge and termination); (x) assisting in the preparation of, and executing and delivering, one or more credit agreements, unsecured notes, indentures and other definitive financing documents or other customary certificates (but not solvency certificates) and customary documents as may be reasonably requested by Parent which are necessary and customary in connection with the Debt Financing (which agreements, notes, indentures and other documents to which the Company is a party will be conditioned on the consummation of the Transactions); (xi) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is not reasonably likely to harm or disparage the Company or any of its Subsidiaries; and (xii) taking all other corporate actions, subject to the occurrence of the Closing, as may be reasonably necessary to permit the consummation of the Debt Financing. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries shall be required to pay any commitment fees, expenses or other similar fee costs or incur prior to the Closing any other liability or obligation obligations in connection with the Debt Financing, unless Parent reimburses or is required to indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform under any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Effective Time (other than authorization letters contemplated by clause Section 6.05(a)(viii)), (vii3) none of this Section 6.03 and for the avoidance of doubtCompany, the boards of its Subsidiaries or their respective officers, directors or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company employees 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 Financing Sources pursuant to the Debt Commitment Letter atdeliver any certificate that such Person reasonably believes, in good faith, contains any untrue certifications or as of, the Closing)opinions, and (34) nothing shall obligate none of the Company or any of Company, its Subsidiaries or their respective officers, directors or employees shall be required to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, provide any information the disclosure of which is prohibited or take, or cause to be taken, any action to the extent it would result in a violation of restricted under Applicable Law or loss the Company’s organizational documents or which is legally privileged or which is otherwise subject to the confidentiality provisions. (b) The Company shall provide the Required Financial Information, together with the other information required under Section 6.05(a), to Parent in a manner that does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, in light of the circumstances under which the statements contained in such information were made, not misleading. The Company shall notify Parent in writing if the Company determines that (i) any untrue statement of a material fact or omission of any privilege. material fact necessary to make such information, in light of the circumstances under which the statements contained in such information were made, not misleading exists with regard to any such information, (ii) any Required Financial Information must be restated or (iii) the Company’s independent registered public accounting firm has withdrawn any audit opinion with respect to any financial statements contained in the Required Financial Information. (c) Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries in satisfying its obligations under this Section 6.036.05. Parent, Merger Sub 1 HoldCo and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives (each an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts (including amounts paid in settlement (including and all interest, assessments and other charges paid or payable in connection with or in respect of any thereof), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory or other laws or regulations or otherwise, insofar as such losses, claims, damages, liabilities costs, reasonable attorney’s fees, judgements fines, penalties, and amounts paid in settlement (or actions in respect thereof) arise out of or are based upon or suffered or incurred in connection with any financing action taken (or other securities offering failure to act) by the Financing Sources, Parent, its Subsidiaries, or any of Parent and/or their respective Affiliates or the Company, any of its Subsidiaries or any assistance of their respective Representatives pursuant to this Section 6.05 (other than the use of any information provided by the Company, any of its Subsidiaries or activities provided any of their respective Representatives in writing for use in connection therewithwith the Debt Financing), except to the extent such losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the gross negligence or willful misconduct of, or a Willful Breach by, the Company, any of its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Prior to the Closing, the Company shallshall use its commercially reasonable efforts to, and shall 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 cause the Company Subsidiaries and its and their respective officers, employees and representatives to, assist Purchaser in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere any financing to be consummated prior to or contemporaneously with the ongoing operations Closing in respect of the transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for Indebtedness of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentenceforegoing, prior to the Closing, the Company shall, and such cooperation shall cause its Subsidiaries to, at the sole expense of Parent, use its and their include using commercially reasonable efforts to: to (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to Company to the Financing Sources (including information to be used participate 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iiiii) 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 (iii) obtain comfort letters of (A) audited consolidated balance sheets accountants and related audited statements of operationslegal opinions, 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) otherwise make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, available documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by ParentPurchaser. (b) Without limiting the generality of the foregoing, for each fiscal month, quarter and year ending between the date of this Agreement and the Recapitalization Effective Time, the Company will use commercially reasonable effects to deliver to Purchaser: (i) unaudited monthly consolidated financial statements for Team and its Subsidiaries within 30 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for Team and its Subsidiaries within 45 days after the end of each fiscal quarter, reviewed by Ernst & Young LLP pursuant to SAS 100, together with a letter of Ernst & Young LLP to the effect that they have performed a review of such financial statements as described in SAS 100, and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; (iii) audited annual consolidated financial statements for Team and its Subsidiaries within 90 days after the end of any fiscal year (the financial statements referred to in clause (ii) and (iii), the “Pre-Closing Financial Statements”); and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. (c) Without limiting the generality of the foregoing, the Company shall cause Team to: (i) prepare an appropriate notice of redemption for all of Team’s outstanding 9% Senior Subordinated Notes due 2012 (the “Notes”); (ii) use its commercially reasonable efforts to cause the Trustee (as defined in Indenture, dated as of March 23, 2004, between Team and The Bank of New York (the “Indenture”)) to agree to proceed with the redemption of the Notes on notice of 30 days or less and, in any event, provide such notice and take any such action as is necessary or appropriate to cause the Trustee to mail the notice of redemption to the holders of the Notes on the date of the Closing; (iii) prepare appropriate instructions to the Trustee directing it to apply the deposited money toward the payment of the Notes on the redemption date; (iv) use its commercially reasonable efforts to obtain an officer’s certificate stating that, subject to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and discharge of the Notes have been satisfied; (v) use its commercially reasonable efforts to obtain an appropriate opinion of counsel stating that, subject only to delivery of funds as arranged by Purchaser, all conditions precedent to the satisfaction and discharge of the Notes have been satisfied; and (vi) use its commercially reasonable efforts to take all other actions and prepare all other documents as may be requested by the SEC in connection with the completion reasonably necessary or appropriate to prepare to issue as of the financing, Closing an irrevocable redemption notice for the Notes (vsubject to delivery of funds as arranged by Purchaser). (d) obtain any necessary consents from the Company’s independent public accounting firm Notwithstanding anything in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating this Agreement 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)contrary, (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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 5.04 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate not require the Company or any of its the Company 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 materially interrupt the extent it would result in a violation conduct of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewithbusiness.

Financing Assistance. (a) Prior 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 provide such customary cooperation as may be reasonably requested by Parent in connection with the arrangement of writing to assist Parent in arranging, obtaining or syndicating the Debt Financing (which term shall include, for purposes of this Section 6.03, any of the permanent financing referred to in the Debt Commitment Letters) (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their including using commercially reasonable efforts to: : (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts or due diligence efforts of Parent and or the Financing Sources, in each case, in connection with the Debt Financing, including participating using commercially reasonable efforts to cause members of management with appropriate seniority and expertise to participate in a reasonable number of meetings, due diligence sessions, rating agency sessions and road shows, at times and at locations reasonably acceptable to the Company, Company and upon reasonable notice; (iiiii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor 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)confidential information memoranda, private placement memoranda, prospectuses and other similar documentsdocuments for the Debt Financing, and as promptly as practicable provide historical financial and other customary information relating to the Company to Parent and the Financing Sources to the extent reasonably requested by Parent, including delivery delivering 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 consolidated statements of operationsincome, comprehensive income, stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least 60 more than sixty (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 consolidated statements of operationsincome, stockholders’ equity comprehensive income and cash flows of the Company for each subsequent fiscal quarter ended more than forty five (45) days prior to the Closing Date and (C) all other historical financial and other customary information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt securities offering contemplated by the Debt Financing or the Alternative Financing (provided, that, without limiting the foregoing, nothing in this Section 6.03(a) or Section 6.04 shall require the Company to prepare any pro forma financial information or projections, which shall be the sole responsibility of Parent); (iii) provide to Parent and the Financing Sources promptly, and in any event at least 40 days four (4) Business Days prior to the Closing Date, (iv) make available, on a customary all documentation and reasonable basis and upon reasonable notice, appropriate personnel, documents and other information relating to about the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, or as may be requested Subsidiaries required by the SEC 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 Commitment Letter or any definitive agreement related to the Debt Financing to the extent such documentation and other information is requested in writing to the Company at least ten (10) Business Days prior to the Closing Date, (iv) in connection with the completion any securities offering contemplated as part of the financingDebt Financing or the Alternative Financing, (vA) obtain any necessary consents customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(ii)(A) in connection with any filings registration statement of Parent with the SECSEC or any prospectus, (vi) obtain offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary financing accountants’ comfort representation letters and consents of accountants for use of their reports (C) cause the Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in any materials relating accounting due diligence sessions at times and at locations reasonably acceptable to the financing Company and in connection with any filings required to be made by Parent pursuant to the 1933 Act or the 1934 Act its independent public accounting firm and upon reasonable notice, (including the Registration Statement), (viiv) subject to customary confidentiality provisionsprovisions and disclaimers, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, (vi) (A) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and (viii) obtain customary payoff letters and if applicable, 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. ; provided that any such notice or payoff letter shall be expressly conditioned on the Closing and (B) assist Parent in delivering, on the Closing Date, the supplemental indentures and officers’ certificates required to be delivered under Section 6.1 of each of the applicable Indentures due to the consummation of the Merger, (vii) provide information concerning the Company and its Subsidiaries reasonably necessary for the completion of the definitive documentation for the Debt Financing, including any schedules thereto, (viii) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing, and (ix) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and 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) Notwithstanding the foregoingforegoing or anything the contrary set forth in Section 6.04 below, (1) 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) or Section 6.04 that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing, or any Company Note Offers and Consent Solicitations or 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 (x) authorization letters contemplated by Section 6.03(a)(v) and (y) to the extent required by Section 6.04, applicable Company Supplemental Indentures and Company Indenture Officers’ Certificates); (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 or incur prior to the Closing or incur any other expense, liability or obligation in connection with the Debt FinancingFinancing or any Company Note Offers and Consent Solicitations that is not, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect subject to the Debt Financing that limitations contained therein, subject to reimbursement or is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated otherwise indemnified by clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources Parent pursuant to the Debt Commitment Letter atSection 6.03(c); (D) would cause any director, officer or as of, the Closing), and (3) nothing shall obligate employee or stockholder of the Company or any of its Subsidiaries to provideincur any personal liability; or (E) would result in a material violation or breach of, or a default under, any material Contract to which the Company or any of its Subsidiaries is a party, the organizational documents of the Company or its Subsidiaries or any Applicable Law; (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 or (iii) deliver or cause to be provideddelivered any opinion of counsel (other than, 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 required by Section 6.04 in connection with the entry into a violation Company Supplemental Indenture, a Company Opinion of Applicable Law Counsel if the trustee under the applicable Indenture that the Company Supplemental Indenture amends requires an opinion of counsel to the Company). Nothing contained in this Section 6.03 or loss Section 6.04 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 or to commence any privilege. Company Note Offers and Consent Solicitations. (c) Parent and Merger Sub shall, on a joint and several basis, promptly upon 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 any Company Note Offers and Consent Solicitations or satisfying its obligations under this Section 6.036.03 or Section 6.04, whether or not the Merger is consummated or this Agreement is terminated. Parent, Merger Sub 1 Parent 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, 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 any financing Company Note Offers and Consent Solicitations or other securities offering otherwise in connection with any action taken by the Company, any of Parent and/or its Subsidiaries or any assistance of their respective Representatives pursuant to this Section 6.03 or activities Section 6.04 (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 therewithwith the Debt Financing or Company Note Offers and Consent Solicitations), except (A) in the event such losses, claims, damages, liabilities, costs, attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the fraud, gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives or (B) if this Agreement is terminated by Parent pursuant to Section 10.01(c)(ii). (d) Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 6.03 or Section 6.04 will 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 Parent being unable to obtain the proceeds of the Debt Financing at the Closing.

Financing Assistance. Prior to the Closing, the The Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its and their commercially reasonable efforts to cause its and its Subsidiaries’ officers, directors, employees, agents, and other representatives (collectively, “Representatives”) to, provide such all cooperation as may be that is reasonably requested by Parent to assist Parent and Merger Sub in connection with the arrangement and consummation of the financing contemplated by the Debt Commitment Letter for the purpose of funding the payment of the Purchase Price (the “Financing”), including but not limited to (i) promptly furnishing to Parent and the Financing (provided that Sources such requested cooperation does not unreasonably interfere with the ongoing operations of financial, marketing and other information and materials relating to the Company and its Subsidiaries). Without limiting the generality each of the foregoing sentence, prior 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: (i) 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 that is customary or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare customary Financing, or for the preparation of offering or information documents to be used for in connection with the completion of the Debt Financing, same; (ii) cooperate cooperating with the marketing efforts of Parent and the Financing Sources, including participating participation in a reasonable number meetings with, and delivering management reports to, the Persons acting as lead arrangers or agents for the prospective lenders and purchasers of meetingsthe Financing, and attending presentations, roadshows, due diligence sessions, drafting sessions and road shows, at times and at locations reasonably acceptable to sessions with rating agencies in connection with the Company, Financing; (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 delivering (A) audited consolidated balance sheets and related audited statements of operationscomprehensive income (loss), stockholders’ equity and cash flows of the Company and its Subsidiaries (the “Audited Annual Financials”) for each of the three fiscal years two most recently ended fiscal years that have ended at least 60 ninety (90) days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications) Date, and (B) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity comprehensive income (loss) and cash flows of the Company and its Subsidiaries (the “Quarterly Financials”) for each fiscal quarter beginning with the quarter ended September 30, 2015 and for any subsequent fiscal quarter ended at least 40 that ends forty-five (45) or more calendar days prior to the Closing Date, ; (iv) make available, causing the Company’s independent accountants to provide reasonable assistance to Parent consistent with their customary practice (including to consent to the use of their audit reports on a customary the consolidated financial statements of the Company and its Subsidiaries in any materials relating to the Financing); (v) using reasonable basis best efforts to assist Parent in connection with the preparation of pro forma financial information and financial statements necessary or reasonably required by the Financing Sources; (vi) upon reasonable noticerequest of Parent and to the extent the same become necessary or advisable in connection with the Financing, appropriate personnelassisting Parent to obtain waivers, documents consents, estoppels and information approvals from other parties to material leases, encumbrances and contracts relating to the Company and its Subsidiaries, in each case, as may be reasonably requested Subsidiaries (including by arranging discussions among Parent, or as may the Company and the Financing Sources and their respective representatives with other parties to such material leases, encumbrances and contracts; provided, that such documents will not take effect until, and will be requested by conditioned upon the SEC in connection with occurrence of, 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 Effective Time); and 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, (2) none of the Company, 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 Debt Financing extent 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 this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries to provide, or cause are to be party to the Financing following the occurrence of the Effective Time, (A) using reasonable best efforts to obtain customary legal opinions and executing and delivering customary closing certificates and documents at or prior to the Closing as may be reasonably requested by Parent in connection with the Financing; provided, any legal opinion by its counselthat such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time; (B) using reasonable best efforts to facilitate the execution and delivery at or prior to providethe Closing of definitive documents (including loan agreements, or cause customary guarantee documentation (if applicable) and other applicable loan documents) related to be the Financing; provided, any that such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time; and (C) to the extent requested reasonably in advance, providing to the Financing Sources, at least five (5) Business Days prior to the Closing Date, all customary and reasonable documentation and other information or takerequired by regulatory authorities with respect to the Company and each of its Subsidiaries under applicable “know your customer” and anti‑money laundering rules and regulations, or cause to be takenincluding without limitation the USA PATRIOT Act of 2001, any action as amended. Nothing in this Section 5.11 shall require such cooperation to the extent it would result (i) require the Company to agree to pay any fees, reimburse any expenses or give any indemnities, (ii) require the Company to incur any other liability or obligation prior to the Effective Time, (iii) cause any representation or warranty in a violation this Agreement to be breached, or (iv) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of Applicable Law or loss of any privilegethis Agreement. Parent shallagrees, promptly upon request by the Companyrequest, to reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs of their reasonable, documented, out‑of‑pocket costs, fees and expenses (including reasonable attorneys’ feesfees and disbursements of counsel) actually incurred in connection with the Financing promptly following the incurrence thereof (limited, in the case of any costs, fees and expenses for preparing the consolidated financial statements of the Company and its Subsidiaries described in clause (iii) of the immediately preceding sentence, to the incremental costs, fees and expenses for preparing the Audited Annual Financials and Quarterly Financials in excess of the costs, fees and expenses of preparing the corresponding financial statements of the Company and its Subsidiaries for the most recent fiscal year and most recent fiscal quarter ended prior to the date hereof). The Company, its Affiliates and their respective representatives shall be indemnified and held harmless by Parent for 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 arrangement of the Financing (other than arising out of or resulting from Company-Related Fraud, gross negligence of the Company or any of its Subsidiaries or the Company’s breach of or failure to perform a covenant in satisfying its obligations under this Section 6.03. Parent, Merger Sub 1 and Merger Sub 2 shall, on Agreement or breach or inaccuracy of a joint and several basis, indemnify and hold harmless representation or warranty of the Company in this Agreement) to the fullest extent permitted by applicable Laws and with appropriate contribution to the extent such indemnification is not available. The Company hereby consents to the use of its and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneysSubsidiaries’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable logos in connection with the Financing, provided such logos are used in a customary manner that is not intended to harm or in respect disparage the Company or any of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or the reputation or goodwill of the Company or any assistance of its Subsidiaries. Notwithstanding anything to the contrary provided herein or activities provided in connection therewiththe Confidentiality Agreements, Parent shall be permitted to share all information subject to such agreements with its potential financing sources, subject to customary confidentiality undertakings by such potential financing sources with respect thereto.

Financing Assistance. Prior to the Closing, the Company shallSemGroup has agreed it will, and shall will cause its Subsidiaries subsidiaries and their respective representatives to, at the sole expense of Parent, use its and their commercially reasonable best efforts to provide such reasonable and customary cooperation as may be reasonably requested in connection with any financing by Parent Energy Transfer or any of its respective subsidiaries in connection with the arrangement of the Debt Financing (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 foregoing sentence, prior 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: (i) as promptly as reasonably practicable provide information (financial merger 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 but will 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 may be requested by the SEC in connection with 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 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 fee, provide any security or incur prior to the Closing any other liability or obligation in connection with the Debt Financing, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing prior to the effective time. Other Covenants and Agreements The merger agreement contains additional agreements between the parties relating to the following matters, among other things: • taking such actions to render state takeover laws to be inapplicable to the merger and the other transactions contemplated by the merger agreement; • making certain public announcements regarding the terms of the merger agreement or the transactions contemplated thereby; • taking steps as may be required to cause any dispositions of SemGroup common stock or acquisitions of ET common units resulting from the merger agreement transactions to be exempt under Rule 16b-3 under the Exchange Act; • the listing on the NYSE of the ET common units to be issued as consideration in connection with the merger; • SemGroup will give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the registration statement on Form S-4, of which this document forms a part, is declared effective under the Securities Act; and • each party will provide reasonable access to personnel, properties, books and record. Termination of the Merger Agreement The merger agreement may be terminated in accordance with its terms at any time prior to the effective time, whether before or after SemGroup stockholder approval: • by mutual written consent of Energy Transfer and SemGroup; • by either Energy Transfer or SemGroup, if the merger is not completed on or prior to June 30, 2020, provided, that if all of the conditions to closing, other than legal prohibitions or regulatory approvals, have been satisfied or are capable of being satisfied at such time, the end date will be automatically extended to September 30, 2020 (such date, as it may be extended from June 30, 2020, is referred to as the “End Date”); and provided, further, that such right to terminate the merger agreement will not be available to a party if the material breach by such party of any representation, warranty, covenant or other securities offering agreement of Parent and/or such party set forth in the merger agreement caused the failure of the closing to occur by the End Date; • by either Energy Transfer or SemGroup, if an injunction or other law is entered, enacted or becomes effective permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such injunction or other law will have become final and non-appealable; provided that the party seeking to avail itself of such right to terminate will have used its Subsidiaries reasonable best efforts to remove such injunction to the extent so required by the merger agreement; or • by either Energy Transfer or SemGroup, if SemGroup’s stockholder meeting (including any assistance adjournments or activities postponements thereof) has concluded, at which a vote upon the adoption of the merger agreement was taken, and without receiving the approval of the merger agreement. Energy Transfer may also terminate the merger agreement: • if SemGroup breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, SemGroup does not or ceases to diligently attempt to cure such breach or failure in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case, after receiving written notice from Energy Transfer describing such breach or failure in reasonable detail (provided that Energy Transfer is not then in connection therewithmaterial breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (i) in the event of a change of recommendation or (ii) SemGroup willfully and materially breaches any of its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement. SemGroup may also terminate the merger agreement: • if Energy Transfer breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Energy Transfer does not or ceases to diligently attempt to cure such breach or failure after receiving written notice from SemGroup describing such breach or failure in reasonable detail (provided that SemGroup is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has complied with its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement) in order to enter into a definitive agreement with respect to a superior offer (which it enters into with or promptly following the termination of the merger agreement); provided that any such purported termination by SemGroup will be void and of no force or effect unless SemGroup pays Energy Transfer the Breakup Fee summarized below.

Financing Assistance. Prior to the Closing, the (a) The Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its and their commercially reasonable efforts to cause each of their respective Representatives (including legal, tax, regulatory and accounting advisors) to, provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (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 foregoing sentence, prior which cooperation shall, to the Closingextent requested, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: include: (i) as promptly as reasonably practicable and in any event no later than the tenth Business Day preceding the Closing Date (such date, the "Delivery Deadline") provide Parent and the Financing Sources with (A) all historical consolidated balance sheets and related audited and unaudited statements of income, comprehensive income, shareholders' equity and cash flows of the Company and other historical financial information regarding the Company and its Subsidiaries, in either case required to be provided to the Financing Sources by the terms of any commitment letter or agreement entered into with any Financing Source, (B) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each of the three fiscal years most recently ended more than 90 days prior to the Closing Date, and unaudited consolidated balance sheets and related unaudited statements of income, comprehensive income, shareholders' equity and cash flows of the Company for each subsequent fiscal quarter ended more than 45 days prior to the Closing Date, all such audited and unaudited statements complying with the requirements of Form F-4 for persons being acquired and Regulation S-X under the Securities Act for a non-issuer entity whose financial statements are filed in a registered offering of securities solely to satisfy Rule 3-05 of Regulation S-X, without giving effect to Rule 3-05(b)(4) of Regulation S-X (clauses (A) and (B), collectively, the "Required Financial Information") and (C) such other historical financial and other information regarding the Company and its Subsidiaries as Parent may reasonably request; (ii) as promptly as reasonably practicable, and in any event no later than the Delivery Deadline, provide Parent and the Financing Sources with such information (financial or otherwise) relating to the Company to the Financing Sources and its Subsidiaries (including information to be used in the preparation of an information package regarding the business, operations, operations and financial projections and prospects condition of Parent and the Company customary or Company) reasonably necessary for the completion Parent's preparation of such financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, ; (iiiii) cooperate and assist with the reasonable due diligence, rating agency processes and syndication and marketing efforts of Parent Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetingsmeetings (including one-on-one meetings with representatives of the Financing Sources, prospective lenders and prospective investors, on the one hand, and senior management and Representatives of the Company, in each case with appropriate seniority and expertise, on the other hand), due diligence sessions (including accounting due diligence sessions), drafting sessions and road shows, at reasonable times and at locations on reasonable notice; provided that the Company and its Representatives will only be required to travel or attend any in person meetings for a period not to exceed five Business Days and each such Representative shall be reasonably acceptable to the Company, compensated for his or her reasonable costs and expenses; (iiiiv) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor 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)confidential information memoranda, private placement memoranda, prospectuses prospectuses, filings with the SEC and other similar documentsdocuments prepared in connection with the Debt Financing, including delivery of (A) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows consenting to the inclusion or incorporation of the Company for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date (Required Financial Information and audit reports for such all other historical 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 other information regarding the Company and its Subsidiaries reasonably requested by Parent for each subsequent fiscal quarter ended at least 40 days prior use in any offering or information documents to be prepared in connection with the Closing Date, Debt Financing; (ivv) 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 may be requested by the SEC in connection with the completion of the financingDebt Financing; (vi) provide to Parent and the Financing Sources promptly, and in any event at least five Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates requested in writing by Parent and 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; (vvii) obtain any necessary consents (A) request customary comfort letters from the Company’s 's independent registered public accounting firm in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters and 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 Statementcustomary "negative assurances"), (viiB) request the Company's independent registered public accounting firm to consent to the inclusion or incorporation of their audit reports with respect to the Required Financial Information in any filing or registration statement of Parent with the SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters, and (C) request the Company's independent registered public accounting firm to reasonably cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its independent registered public accounting firm; (viii) subject to customary confidentiality provisions, provide customary authorization letters (in a form and on terms reasonably acceptable to the Company) to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, including, if requested, containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates; (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and (viii) obtain customary payoff letters letters, lien terminations and releases and instruments of discharge discharge, all in customary form, to be delivered at Closing to allow providing for the payoff, discharge and termination payoff in full on the Closing Date of any amounts due under the Credit AgreementAgreement and for the termination of all obligations thereunder (other than other such obligations under the Credit Agreement that expressly by their terms survive such payoff, discharge and termination) and releasing, discharging and terminating any liens and other security interests created under any security documents in connection with the Credit Agreement and all related obligations thereunder and under each security documents (other than obligations under such security documents that expressly by their terms survive such payoff, discharge and termination); (x) assisting in the preparation of, and executing and delivering, one or more credit agreements, unsecured notes, indentures and other definitive financing documents or other customary certificates (but not solvency certificates) and customary documents as may be reasonably requested by Parent which are necessary and customary in connection with the Debt Financing (which agreements, notes, indentures and other documents to which the Company is a party will be conditioned on the consummation of the Transactions); (xi) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is not reasonably likely to harm or disparage the Company or any of its Subsidiaries; and (xii) taking all other corporate actions, subject to the occurrence of the Closing, as may be reasonably necessary to permit the consummation of the Debt Financing. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries shall be required to pay any commitment fees, expenses or other similar fee costs or incur prior to the Closing any other liability or obligation obligations in connection with the Debt Financing, unless Parent reimburses or is required to indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform under any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Effective Time (other than authorization letters contemplated by clause Section 6.05(a)(viii)), (vii3) none of this Section 6.03 and for the avoidance of doubtCompany, the boards of its Subsidiaries or their respective officers, directors or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company employees 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 Financing Sources pursuant to the Debt Commitment Letter atdeliver any certificate that such Person reasonably believes, in good faith, contains any untrue certifications or as of, the Closing)opinions, and (34) nothing shall obligate none of the Company or any of Company, its Subsidiaries or their respective officers, directors or employees shall be required to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, provide any information the disclosure of which is prohibited or take, or cause to be taken, any action to the extent it would result in a violation of restricted under Applicable Law or loss the Company's organizational documents or which is legally privileged or which is otherwise subject to the confidentiality provisions. (b) The Company shall provide the Required Financial Information, together with the other information required under Section 6.05(a), to Parent in a manner that does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, in light of the circumstances under which the statements contained in such information were made, not misleading. The Company shall notify Parent in writing if the Company determines that (i) any untrue statement of a material fact or omission of any privilege. material fact necessary to make such information, in light of the circumstances under which the statements contained in such information were made, not misleading exists with regard to any such information, (ii) any Required Financial Information must be restated or (iii) the Company's independent registered public accounting firm has withdrawn any audit opinion with respect to any financial statements contained in the Required Financial Information. (c) Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ ' fees) incurred by the Company or any of its Subsidiaries in satisfying its obligations under this Section 6.036.05. Parent, Merger Sub 1 HoldCo and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives (each an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ ' fees, judgments, fines, penalties and amounts (including amounts paid in settlement (including and all interest, assessments and other charges paid or payable in connection with or in respect of any thereof), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory or other laws or regulations or otherwise, insofar as such losses, claims, damages, liabilities costs, reasonable attorney's fees, judgements fines, penalties, and amounts paid in settlement (or actions in respect thereof) arise out of or are based upon or suffered or incurred in connection with any financing action taken (or other securities offering failure to act) by the Financing Sources, Parent, its Subsidiaries, or any of Parent and/or their respective Affiliates or the Company, any of its Subsidiaries or any assistance of their respective Representatives pursuant to this Section 6.05 (other than the use of any information provided by the Company, any of its Subsidiaries or activities provided any of their respective Representatives in writing for use in connection therewithwith the Debt Financing), except to the extent such losses, claims, damages, liabilities, costs, reasonable attorneys' fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the gross negligence or willful misconduct of, or a Willful Breach by, the Company, any of its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this Section 6.03Cal, any of the permanent financing referred to in the Debt Commitment Letters) (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 foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and 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 or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare in connection with Parent's preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence di I igence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, financial statements (including pro forma confidential information memoranda, 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 prospectuses, filings with the SEC and other similar documents, including delivery of (Aand 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 operationsincome, stockholders’ comprehensive income, shareholders' equity and cash flows of the Company for each of the three fiscal years most recently ended at least more than 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 operationsincome, stockholders’ comprehensive income, shareholders' equity and cash flows of the Company for each subsequent fiscal quarter ended at least more than 40 days prior to the Closing DateDate and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare proforma financial statements customary for the bank financing and the debt 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 may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates 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 the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least I 0 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company’s 's independent public accounting firm in connection with any filings with the SEC, (vivii) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company's independent public accounting firm, (B) cause the Company's independent public accounting firm to be made by Parent consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the 1933 Act SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the 1934 Act (Company's independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Registration Statement)Company and its independent accounting firn1, (viiviii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the • extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks. service marks and logos arc used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, (1I) 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, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, 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 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 clause (viiviii) of this Section 6.03 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub 1Sub, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 reasonably be expected. in the reasonable judgment of the Company, to result in a violation of Applicable Law or loss of any privilege. . (b) Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket pockt.:t costs and expenses (including reasonable attorneys’ · fees) incurred by the Company or any of its Subsidiaries in satisfying its obligations under this Section 6.03. Parent, Merger Sub 1 Parent 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering action taken by the Company, any of Parent and/or its Subsidiaries or any assistance 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 activities provided any of their respective Representatives in writing for use in connection therewithwith the Debt Financing), except in the event such losses, claims. damages, liabilities. costs, reasonable attorneys' fees, judgments, fines, penalties and amounts paid in settlement arc determined by a final non-appcalable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the gross negligence or willful misconduct of the Company. any of its Subsidiaries or any of their respective Representatives.

Financing Assistance. Prior to the Closing, the Company shall(a) Omega shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause each of its Subsidiaries and each of its and such Subsidiaries’ Representatives to, at the Buyer Parties’ sole expense of Parentexpense, use its provide such cooperation to the Buyer Parties and their respective Affiliates and Representatives as they may reasonably request in connection with the arrangements by the Buyer Parties to obtain, syndicate, market or arrange the closing and funding of any potential debt or equity financing customary for transactions of this size (each, a “Financing”), including: (i) providing the Buyer Parties from time to time with financial information available to Omega regarding the Target Companies necessary to market, arrange, syndicate or obtain the Financing (including the unaudited (semi-annual) condensed consolidated financial statements of OCI Clean Fuels Limited as at and for the six (6)- month periods ended June 30, 2023 and June 30, 2024); (ii) participating in a reasonable number of meetings relating to the Financing (which may be virtual) and due diligence sessions; (iii) cooperating with the Buyer Parties in connection with applications to obtain such consents, waivers, approvals or authorizations (and in each case, evidence thereof) which may be reasonably necessary in connection with any Financing, including preparation of materials for rating agency presentations and, promptly upon written request at least ten (10) Business Days prior to the closing of such Financing, all documentation and other information required in connection with applicable “know your customer” and anti-money laundering and proceeds of crime Laws; (iv) furnishing to the Buyer Parties as promptly as reasonably practicable all reasonably available financial and other reasonably required or customary information regarding any of the Target Companies or any combination thereof, and using commercially reasonable efforts to provide update any such cooperation information to the extent contained in an offering document if any of Omega, its Subsidiaries and each of its and such Subsidiaries’ Representatives becomes aware of any new material information; (v) assisting the Buyer Parties in the preparation of reasonably required authorization letters with respect to information memoranda and packages and lender or investor presentations in connection with any Financing and participating in a customary and reasonable number of presentations, road shows or similar sessions in connection with such Financing; (vi) subject to applicable Laws and the obtaining of any necessary consents in connection therewith, executing and delivering any pledge and security documents or other definitive financing documents as may be reasonably requested by Parent the Buyer Parties in connection with the arrangement of the Debt Financing (any Financing; provided that any obligations contained in such requested cooperation does not unreasonably interfere with documents shall be effective no earlier than the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: Effective Time; (ivii) as promptly as reasonably practicable provide information practicable, providing quarterly financial statements of each Target Company; (viii) as promptly as reasonably practicable, providing monthly financial or otherwise) relating to Company statements of each Target Company, to the Financing Sources extent available and prepared by such Target Company or its Affiliates in the ordinary course of business; (including information ix) providing reasonable and customary assistance to be used in the Buyer Parties with the preparation of an pro forma financial information package regarding the business, operations, and pro forma financial projections and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) statements to the extent reasonably requested by Parent to prepare necessary and customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating included in a 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 may be requested by the SEC in connection with the completion of the financing, (v) obtain any necessary consents from the Company’s independent public accounting firm materials required in connection with any filings Financing; and (x) using commercially reasonable efforts to cause any Target Company’s current and former independent auditors to cooperate with the SECobtaining any Financing, (vi) obtain customary financing accountants’ including causing such independent auditors to perform reviews of interim financial information and provide required accountant’s comfort letters in customary form (including “negative assurance” comfort) and consents any required consents; provided that, notwithstanding the foregoing, it is understood the results of accountants for use such reviews are not guaranteed. (b) Notwithstanding anything to the contrary herein: (i) it is acknowledged and agreed by the Buyer Parties that in no event shall (A) the receipt or availability of any Financing be a condition to the US/NL Closing or the JV Holdco Closing under Article VI or (B) a breach by Omega or its applicable Subsidiary of its obligations under this Section 4.23 be considered in determining the satisfaction of the conditions set forth in Section 6.2(b) or Section 6.4(b), unless (solely with respect to this clause (B)) such breach is a Willful Breach and is a material and primary cause of Parent being unable to obtain the proceeds of the Financing at the US/NL Closing or the JV Holdco Closing (as applicable); (ii) such requested cooperation shall not unreasonably interfere with or disrupt the ongoing operations of Omega or any of its Subsidiaries; (iii) such requested cooperation shall not impair, delay or prevent the satisfaction of any conditions set forth in Article VI; (iv) none of Omega or its applicable Subsidiaries or any of their reports in any materials relating to the financing and respective Affiliates or Representatives will be required to, in connection with any filings required to be made by Parent pursuant Financing: (A) prior to the 1933 Act US/NL Closing or the 1934 Act (including the Registration Statement)JV Holdco Closing, (vii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders pay 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 incur any commitment or other similar fee or any out-of-pocket expense, or incur prior to the Closing any other expense, liability or obligation in connection with the Debt Financing, (2) none of the Company, 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 Debt Financing that is not contingent reimbursed by Parent at the US/NL Closing or the JV Holdco Closing, (B) pass resolutions or consents or approve or authorize the execution of, or execute or deliver, such Financing or the definitive documents in respect thereof or related agreements, (C) cause any director, officer or employee or stockholder of Omega, the Direct Sellers or any Target Companies to incur any personal liability, (D) provide access to, or disclose information that, upon the Closing occurring advice of counsel, is subject to attorney-client privilege or work-product or similar privilege, (E) provide or deliver any internal or external legal opinions, (F) consent to a pre-filing of UCC-1s or any other grant of Liens or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) result in any of this Section 6.03 and for the avoidance of doubtOmega, the boards of directors or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2Direct Sellers, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company Target Companies or any of their respective Affiliates or Representatives being responsible to any third parties for any representations or warranties or (G) provide any Excluded Information; (v) the Buyer Parties shall reimburse Omega or 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the Company, reimburse the Company applicable Subsidiary for all reasonable reasonable, documented and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Omega or its applicable Subsidiary in connection with any such cooperation undertaken at the Company or any request of its Subsidiaries in satisfying its obligations under this Section 6.03. Parent, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, the Buyer Parties; (vi) the Buyer Parties shall indemnify and hold harmless the Company Omega and its applicable 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) Losses suffered or incurred by them in connection with any financing Financing, any actions taken by them pursuant to this Section 4.23 and any information used in connection therewith or other securities offering used with the cooperation of Parent and/or Omega, except in the event such Losses arises out of (A) the gross negligence or willful misconduct by Omega or its Representatives or (B) the Willful Breach of this Agreement by Omega; (vii) such requested cooperation shall not require Omega or any of its Subsidiaries to assume liability for any lender presentation, confidential information memorandum, offering memorandum, private placement memorandum or similar offering document; (viii) such requested cooperation shall not require the directors, officers, employees or agents of Omega or any assistance of its Subsidiaries to take any action in any capacity other than as a director, officer or activities provided employee; and (ix) such requested cooperation shall not require Omega or any of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in connection therewithany violation or breach of, or default (with or without notice or lapse of time, or both) under this Agreement or the organizational documents of such Person or any other applicable Law.

Financing Assistance. (a) Prior to the ClosingClosing (or the earlier termination of this Agreement pursuant to Article 10), subject to the limitations set forth below, and unless otherwise agreed in writing by Buyer, the Company shallagrees to use reasonable best efforts to provide, and shall use reasonable efforts to cause its Subsidiaries to, at the sole expense of Parent, use and its and their commercially reasonable efforts officers, directors, employees and representatives to provide provide, such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Financing as may be reasonably requested by Buyer in connection with Buyer’s arrangement of the Debt Financing, including: (A) promptly furnish Buyer and the Debt Financing Sources with (x) the financial statements required by paragraph 5 in Exhibit C to the Debt Commitment Letter as in effect on the date hereof in the time frames contemplated thereby (the “Required Financial Information”) and (y) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer and that is customarily needed for financings of the type contemplated by the Debt Commitment Letter (including delivery of financial information regarding the Company and its Subsidiaries as is required or otherwise requested by Buyer in order for Buyer to produce the pro forma financial statements contemplated by paragraph 6 in Exhibit C to the Debt Commitment Letter as in effect on the date hereof, (B) reasonably assist with the preparation of the pro forma financial statements required by paragraph 6 in Exhibit C to the Debt Commitment Letter and other projections required in connection with the Debt Financing and (C) promptly after obtaining knowledge thereof informing Buyer if, to the Company’s knowledge, there exist any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (ii) participate in a reasonable number of bank meetings, due diligence sessions and sessions with ratings agencies in connection with any of such financing; (iii) reasonably assist the Parent Parties and their financing sources in the preparation of (A) confidential information memoranda and similar marketing documents, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing; (iv) reasonably facilitate the pledging and perfection of collateral, including assisting, in a customary manner, in the preparation of pledge and security documents, guarantees, mortgages, and other definitive financing documents and certificates delivered in connection therewith as reasonably requested by Buyer; provided that all such pledges, perfections, documents and certificates with respect to the Company, its Subsidiaries and their respective assets shall be authorized and become effective only at, or as of, the Closing; (v) deliver a certificate of the Chief Financial Officer of the Company with respect to solvency matters substantially in the form attached as Annex I to Exhibit C to the Debt Commitment Letter as of the date hereof; (vi) (A) deliver notices of prepayment within the time period required by the Loan Agreement and (B) at least one (1) Business Day prior to the Closing Date, the Company shall deliver to Buyer a copy of an executed payoff letter from the agent under the Loan Agreement, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to such Indebtedness as of the Closing Date (the “Loan Agreement Payoff Amount”), (ii) state that upon receipt of the Loan Agreement Payoff Amount, the Loan Agreement (including the credit facilities contemplated therein) and related instruments evidencing such credit facilities shall be terminated and (iii) state that all liens and all guarantees in connection therewith relating to the assets of the Company or any Subsidiary or Affiliate of the Company shall be, upon the payment of the Loan Agreement Payoff Amount on the Closing Date, released (the payoff letter described in this sentence being referred to as the “Payoff Letter”); (vii) take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer that are necessary or customary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with the cash at the Company and its Subsidiaries, if any (not needed for other purposes), to be made available on the Closing Date to consummate the Closing and the other transactions contemplated by this Agreement; (viii) provide customary authorization and representation letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing a customary representation to the Debt Financing Sources that such information to the extent provided by the Company or any of its Subsidiaries does not contain a material misstatement or omission and containing a representation to the Debt Financing Sources that the public-side versions of such documents, if any, do not include material non-public information about the Blocker Seller, the Company, or any of its Subsidiaries, or their respective securities; and (ix) provide, at least three (3) Business Days prior to the Closing Date, all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least five (5) Business Days prior to the anticipated Closing Date. Notwithstanding the foregoing, (x) such requested cooperation does shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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, (1y) neither the Company nor any of its Subsidiaries nor any of their respective Affiliates shall be required to pay any commitment or other similar fee (except to the extent such Person is promptly reimbursed) or incur prior to the Closing Company Merger Effective Time or incur or assume any other liability or obligation in connection with the financings contemplated by the Debt FinancingCommitment Letter, and (2z) none of the Company, its Subsidiaries or and their respective officers, directors or directors, employees and Affiliates shall be required to authorize, execute or enter into or perform any agreement or other document (other than the authorization and representation letters contemplated above and as otherwise expressly contemplated above) with respect to the Debt Financing financing contemplated by the Commitment Letters 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 Company Merger Effective Time. In addition, notwithstanding anything in this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant Agreement to the Debt Commitment Letter atcontrary, or as of, the Closing), and (3v) nothing shall obligate any information regarding the Company or any of its Subsidiaries contained in any marketing materials in connection with the Debt Financing shall be subject to providethe prior review of the Company, (w) none of the directors or managers of the Company or any Subsidiary shall be required to adopt any resolutions or take other action approving the agreements, documents or instruments pursuant to which the Debt Financing is obtained, (x) the Company shall not be required to deliver or cause to be provided, the delivery of any legal opinion by its counselopinions or accountants comfort letters necessary for the Debt Financing, or (y) the Company shall not be required to provide, or cause to be provided, any information or take, or cause to be taken, take any action to the extent it would result in a violation of Applicable Law law or loss of any privilegeprivilege or (z) the Company shall not be required to deliver or cause the delivery of any audited financial information or financial information prepared in accordance with Regulation S-K or Regulation S-X of the Securities Act, or any financial information with respect to a fiscal quarter that has not yet ended or has ended less than 45 days prior to the date of such request (or, in the case of quarterly financial statements required to be delivered by the Debt Commitment Letter, 45 days prior to the Closing Date) or any monthly financial information. Parent The Company hereby consents to the use of its and its Subsidiaries’ 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 its Subsidiaries. (b) None of the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any out-of-pocket cost or expense (except to the extent such Person is promptly reimbursed) or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the financing contemplated by the Commitment Letters or their performance of their respective obligations under this Section 7.16 and any information utilized in connection therewith (in each case other than with respect to the Company and its Subsidiaries on and following the Company Merger Effective Time). If this Agreement is terminated for any reason (such that the Closing does not occur), (i) Buyer shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other 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 arrangement of the debt financing contemplated by the Debt Commitment Letter and the performance of their respective obligations under this Section 7.16, and any information utilized in connection therewith (other than information related to the Company or its Subsidiaries provided by or on behalf of the Company or its Subsidiaries in writing specifically for use in connection with the Debt Financing offering documents), except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties are judged by a court of competent jurisdiction in a final judgment (not subject to appeal) to result from the bad faith, gross negligence, willful misconduct or material breach of this Agreement by the Company or its Subsidiaries or, in each case, their respective officers, directors employees, accountants, consultants, legal counsel, agents or other representatives, and (ii) Buyer shall, promptly upon request by of the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or its Subsidiaries (including reasonable attorneys’ feesthose of its accountants, consultants, legal counsel, agents and other representatives) incurred in connection with the cooperation required by this Section 7.16. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.16 represent the sole obligation of the Company and its Subsidiaries and its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives with respect to cooperation in connection with the arrangement of the Financing. (c) In addition, (1) no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Closing, 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 (including being an issuer or other obligor with respect to the Debt Financing) that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing (in each case other than the authorization and representation letters contemplated above and as otherwise expressly contemplated above), and (2) any bank information memoranda or memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Company or its Subsidiaries as the obligor, after giving effect to the acquisition by Buyer. Nothing in this Section 7.16 will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action or any other provision of this Agreement that could reasonably be expected to result in satisfying its obligations under this Section 6.03. Parentpersonal liability to such officer or representative, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless or (B) the members of 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect board as of any thereof) suffered or incurred in connection with immediately prior to the Closing to approve any financing or other securities offering Contracts related thereto prior to the Closing. (d) Buyer acknowledges and agrees that the obtaining of Parent and/or any Debt Financing is not a condition to Closing and reaffirms its Subsidiaries obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any Debt Financing, subject to the satisfaction or any assistance or activities provided waiver of the conditions set forth in connection therewithArticle 8.

Financing Assistance. Prior to (a) Provided that the ClosingSpecified Lender Consents have not been obtained (or have been withdrawn once obtained), the Company shall, and shall cause each of its Subsidiaries to, at the sole expense of Parent, and each shall use its and their commercially reasonable efforts to cause its Representatives to, provide such cooperation to the Purchaser and its affiliates as they may reasonably request in connection with the arrangements by the Purchaser to obtain, syndicate, market or arrange the closing and funding of any potential debt financing for an amount not to exceed the aggregate amount outstanding (in the case of any term facilities) or available (under any revolving facilities) under any arrangement(s) to which a Specified Lender Consent has become incapable of being obtained (provided that such request is made on reasonable notice), including, as so requested: (i) participating in a reasonable number of meetings and due diligence sessions; (ii) cooperating with the Purchaser and its affiliates in connection with applications to obtain such consents, approvals or authorizations from any Governmental Entity which may be reasonably necessary in connection with such potential debt financing and, including, promptly upon request and furnishing at least three business days prior to the Effective Date all documentation and other information required in connection with applicable “know your customer” and anti-money laundering and proceeds of crime Laws (provided that such request is reasonably requested at least 15 business days prior to the Effective Date); (iii) executing and delivering any guarantees and other loan documents, indentures or other definitive financing documents and customary closing deliverables as may be reasonably requested by Parent the Purchaser or its affiliates, provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time; (iv) obtaining payout letters and guarantee releases, in each case, which are required as conditions precedent to the debt financing or the definitive agreement related thereto, with evidence of such payoff and release, as applicable, in a form satisfactory to the Purchaser, acting reasonably; (v) furnishing to the Purchaser as promptly as reasonably practicable all available financial and other reasonably required or customary information regarding the Company, any of its Subsidiaries or any combination of such Persons; (vi) assisting the Purchaser in the preparation of reasonably required authorization letters with respect to information memoranda and packages and lender and investor presentations in connection with such potential debt financing and participate in a customary and reasonable number of presentations, road shows and similar sessions in connection with such potential debt financing; and (vii) using reasonable efforts to cause the arrangement Company’s independent auditors to cooperate with such potential debt financing, including by providing required accountant’s comfort letters in customary form (including “negative assurance”) and any required consents from the Company’s independent auditors, in any case so long as: (viii) it is acknowledged and agreed by the Purchaser that in no event shall the receipt or availability of any debt financing be a condition to completing the Arrangement or any of the Debt Financing obligations of Purchaser hereunder; (provided that ix) such requested cooperation or financing does not unreasonably interfere with or disrupt the ongoing operations of the Company and its Subsidiaries). Without limiting ; (x) such requested cooperation or potential debt financing does not impair, delay or prevent the generality satisfaction of any conditions set forth in Article 6; (xi) such requested cooperation or potential debt financing does not impair, delay or prevent the consummation of the foregoing sentence, prior to the Closing, transactions contemplated by this Agreement; (xii) such requested cooperation or potential debt financing does not require the Company shall, and shall cause its Subsidiaries to, at to obtain the sole expense of Parent, use its and their commercially reasonable efforts to: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 approval of the Company for each Shareholders or any other securityholders of the three fiscal years most recently ended at least 60 days prior to Company; (xiii) the Closing Date (and audit reports for such financial statements Company shall not be subject required 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 Parentprovide, or as may be requested by the SEC in connection with 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or cause any of its Subsidiaries to provide, cooperation that involves any binding commitment by the Company or cause to be providedany of its Subsidiaries, 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 which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the extent it would result in a violation Company or its Subsidiaries upon the termination of Applicable Law or loss of any privilege. Parent shall, promptly upon request by this Agreement; (xiv) the Company, reimburse Purchaser reimburses the Company for all reasonable and documented out-out- of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in satisfying connection with any such cooperation undertaken at the request of the Purchaser and indemnifies the Company, its obligations under this 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 affiliates and their respective Representatives from officers, directors, employees, agents, advisors and against any representatives for all direct and all indirect liabilities, losses, Taxes, damages, claims, damages, liabilities, costs, reasonable attorneys’ feesexpenses, judgmentsinterest awards, fines, judgments and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) that are suffered or incurred as a consequence of any such cooperation undertaken at the request of the Purchaser; (xv) such requested cooperation or potential debt financing does not require the Company to assume liability for any offering memorandum, private placement memorandum or similar offering document; (xvi) such requested cooperation or potential debt financing does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in connection any capacity other than as a director, officer or employee; (xvii) such requested cooperation or potential debt financing does not require the Company or any of its Subsidiaries to disclose any information that in their reasonable judgment would violate any of their obligations or any other Persons obligations with respect to confidentiality; and (xviii) such requested cooperation does not require the Company or any financing of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the certificate of incorporation or by-laws or other securities offering comparable organizational documents of Parent and/or Company or any of its Subsidiaries or any assistance or activities provided in connection therewithapplicable Laws.

Financing Assistance. (a) Prior to and until the Closing, the Company shall, shall use its reasonable best efforts to and shall use its reasonable best efforts to cause its Subsidiaries to use their reasonable best efforts to, and the Company and each of its Subsidiaries shall each use their reasonable best efforts to cause the respective officers, employees, agents and representatives of the Company and its Subsidiaries to use their reasonable best efforts to, (1) provide to Parent and Merger Sub 2, as applicable, (x) audited consolidated financial statements of the Company covering the three fiscal years immediately preceding the Closing for which audited consolidated financial statements are then currently available, unaudited financial statements (excluding footnotes) for any regular quarterly interim fiscal period or periods of the Company ended after the date of the most recent audited financial statements and at least 45 days prior to the sole expense Closing Date (within 45 days after the end of each such period) and (y) all documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, and beneficial ownership regulations, but in each case, solely as relating to the Company and its Subsidiaries to the extent requested by the Parent and the Financing Sources at least ten Business Days prior to the Closing Date, which information shall be provided no later than three Business Days prior to the Closing Date and (2) provide to Parent, use its Merger Sub 1 and their commercially Merger Sub 2 all cooperation reasonably requested by Parent that is necessary or reasonably required in connection with the Financing, including the following: (i) using reasonable best efforts to provide cause the Company’s and its Subsidiaries’ senior officers and other representatives to participate in meetings and calls, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, investors and prospective lenders on reasonable advance notice to the extent practicable; (ii) using reasonable best efforts to assist with the preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (including any customary offering or private placement memoranda to be prepared for any debt securities offering in connection with the Financing Commitment), bank information memoranda, business projections, customary pro forma financial statements reflecting the Combination and the Financing; provided, that such cooperation assistance will be limited to providing financial information reasonably required to allow Parent to prepare such pro forma financial statements, and any other marketing documentation and similar documents reasonably required in connection with the Financing (and executing customary representation letters in connection herewith); provided, that any such marketing materials shall reflect that one or more of Parent and its Subsidiaries will be the obligors at Closing and that the Company and its Subsidiaries shall have no obligations thereunder unless and until the Effective Time occurs; (iii) using reasonable best efforts to assist with the preparation of any pledge, security and other collateral documents, any loan agreement, currency or interest hedging agreement, other definitive financing documents on terms reasonably satisfactory to Parent, or other certificates, resolutions, consents or documents as may be reasonably requested by Parent in connection with the arrangement and usual and customary for transactions of the Debt type contemplated by the Financing (Commitment; provided that no obligation of the Company or any of its Subsidiaries under any such requested cooperation does not unreasonably interfere with document or agreement shall be effective or filed in the ongoing operations public record until the Effective Time; (iv) using reasonable best efforts to facilitate the pledging of collateral, provided that no pledge shall be effective or public filing be made until the Effective Time; (v) using reasonable best efforts to facilitate the pay-off of any Existing Indebtedness of the Company and its Subsidiaries). Without limiting Subsidiaries and to arrange for the generality receipt of customary pay-off documentation evidencing the foregoing sentencesatisfaction and discharge of such Existing Indebtedness and the release of related Liens and termination of security interests with respect thereto, prior to the Closingin each case, the Company shall, in form and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) as promptly as substance reasonably practicable provide information (financial or otherwise) relating to Company acceptable to the Financing Sources Sources; (including information vi) using reasonable best efforts to be used in the preparation of an information package regarding the businessfurnish to Parent, operations, financial projections Merger Sub 1 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent Merger Sub 2 and the Financing Sources, as promptly as reasonably practicable, with (A) all Required Information, including, without limitation, customary pertinent financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and including participating in a reasonable number any event the financial statements required under Paragraph 9 of meetingsAnnex III of the Commitment Letter, due diligence sessions including any additional financial information and road showsdata regarding the Company and its Subsidiaries reasonably requested by Parent or the Financing Sources in connection with the Financing, at times (B) other financial data necessary or reasonably required to permit Parent to prepare customary pro forma financial statements in form and at locations substance reasonably acceptable to the Financing Sources reflecting the Combination and the Financing, and (C) any supplements to the Required Information on a reasonably current basis to the extent that any Required Information, to the knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading; (iiivii) reasonably [reserved]; (viii) [reserved], (ix) using reasonable best efforts to cause the independent auditors of the Company to assist and cooperate with Parent in preparing customary connection with the Financing, including by providing consent to offering memoranda, rating agency presentations, lender presentations, financial registration statements (including pro forma financial statements, all of which unaudited financial statements shall have been reviewed by and/or prospectus that include or incorporate the Company’s independent accountants as provided in Statement on Accounting Standards No. 100)consolidated financial information and their reports thereon, private placement memoranda, prospectuses and other similar documents, customary comfort letters (including delivery of (A“negative assurance” and change period comfort) 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 with respect 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(x) [reserved], as may be (xi) using reasonable best efforts to cooperate with the Financing Sources’ due diligence requests and review, to the extent reasonably requested by Parent, or as may be requested by the SEC in connection with the completion of the financingFinancing, (vxii) obtain any necessary consents from [reserved], (xiii) using reasonable best efforts to request that its independent accountants cooperate with and assist Parent in preparing customary and appropriate information packages and offering and private placement memoranda or other offering materials as the Company’s independent public accounting firm Financing Sources may reasonably request for use in connection with any filings the offering and/or syndication of debt securities, loan participations and other matters contemplated with the SEC, (vi) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating respect to the financing and Financing, in obtaining third party consents in connection with any filings required such financing, and in extinguishing Existing Indebtedness for borrowed money of the Company and its Subsidiaries and releasing liens securing such Existing Indebtedness, in each case to be made by Parent pursuant to take effect at the 1933 Act or the 1934 Act (including the Registration Statement)Effective Time, (viixiv) subject [reserved], and (xv) using reasonable best efforts to customary confidentiality provisions, provide customary authorization letters to take such actions as are reasonably requested by the Parent or the Financing Sources authorizing to facilitate the distribution satisfaction of information all conditions precedent to prospective lenders or investors and (viii) obtain customary payoff letters and instruments of discharge obtaining the Financing to be delivered at Closing to allow for the payoff, discharge and termination in full on extent within the Closing Date control of the Credit Agreement. Notwithstanding Company (including delivery of the foregoingstock and other equity certificates of the Company and its Subsidiaries to the Parent); provided that until the Effective Time occurs, (1) neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment fees, expenses or other similar fee or incur prior to the Closing any other liability or obligation amounts in connection with the Debt Financing, (2B) none of have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Company, its Subsidiaries Financing or their respective officers, directors or employees shall (C) be required to execute or enter into or perform incur any agreement liability in connection 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 clause (vii) of this Section 6.03 and for Financing. For the avoidance of doubt, the boards Board of directors Directors of the Company and each of its Subsidiaries, in each case as constituted prior to the Effective Time, shall not be required to adopt any resolutions or take any other equivalent governing bodies action in connection with the authorization of any of the Financing, or otherwise contingent upon the occurrence of the Effective Time. (b) All material non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub 1, Merger Sub 22 and their respective Representatives pursuant to this Section 7.14 shall be kept confidential by them in accordance with the Confidentiality Agreement. The Company hereby consents to (i) the use of all of its and its Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to nor is reasonably likely to harm or disparage the Company or any of its Subsidiaries, the Initial Surviving Corporation and/or the Surviving Company shall enter into reputation or provide any resolutions, consents, approvals or other closing arrangements on behalf goodwill of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries or any of their assets, including their logos and marks and (ii) Parent sharing confidential information regarding the Company with Financing Sources as “representatives” of Parent under the Confidentiality Agreement. (c) If requested by Parent, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to provide, or cause use reasonable best efforts to be provided, provide any legal opinion other cooperation reasonably requested by its counsel, or Parent to provide, or cause to be provided, any information or take, or cause to be taken, any action to facilitate the extent it would result in a violation of Applicable Law or loss assumption by the Surviving Corporation and the Surviving Company of any privilege. or all Existing Indebtedness of the Company and/or its Subsidiaries, including the Convertible Senior Note Indentures and the Convertible Senior Notes thereunder (including, if elected by Parent, delivering such certificates or other documents and taking such actions (and using reasonable best efforts to cause the applicable lenders, agents, and/or trustees in respect thereof to take such actions) as may be required as may be required in connection therewith by the applicable credit agreements, indentures or other definitive documents governing such Indebtedness) effective as of (or at Parent’s election, following) the Effective Time. (d) Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs fees and expenses (including reasonable attorneys’ feesprofessional fees and expenses of accountants, legal counsel and other advisors (limited, in the case of counsel, to one primary counsel to the Company)) to the extent such costs are incurred by the Company or any of its Subsidiaries in satisfying connection with such cooperation provided by the Company, its Subsidiaries, their respective officers, employees and other representatives pursuant to the terms of this Section 7.14(d), or in connection with compliance with its obligations under this Section 6.03. Parent7.14, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, Parent hereby agrees to indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives officers, employees, agents and representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid liabilities or payable losses suffered or incurred by them in connection with or in respect the arrangement of the Financing, any thereof) suffered or incurred information utilized in connection with therewith (other than arising from information provided by the Company or its Subsidiaries) and any financing misuse of the logos or other securities offering marks of Parent and/or the Company or its Subsidiaries, except to the extent that such liabilities or losses arose out of or result from the willful misconduct of the Company, any of its Subsidiaries or any assistance of their respective representatives. (e) From and after the date hereof and until the earlier to occur of the Closing Date or activities the termination of this Agreement pursuant to Article IX hereof, the Company shall promptly give written notice with particularity upon the occurrence of any “Default” or “Event of Default” that has occurred or is threatened in writing under any of the indentures governing the Convertible Senior Notes or the Existing Credit Agreement (in each case, with “Default” and “Event of Default” having the meanings provided in connection therewithsuch document).. (f) Parent, Merger Sub 1 and Merger Sub 2 each acknowledge and agree that obtaining the Financing is not a condition to the Closing. If the Financing has not been obtained, Parent, Merger Sub 1 and Merger Sub 2 will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIII, to consummate the Combination. (g) The Company will be deemed have performed this Section 7.14 unless and until (i) Parent provides written notice (the “Non-Cooperation Notice”) to the Company of any alleged failure to comply, or action or failure to act which could be believed to be a breach of this Section 7.14, (ii) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under this Section 7.14) and (iii) the Company fails to take the actions specified in such Non-Cooperation Notice within five Business Days from receipt of such Non-Cooperation Notice. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 8.2(b), as it applies to the Company’s obligations under this Section 7.14, will be deemed to be satisfied if the Company’s failure to perform its obligations under this Section 7.14, if any, did not cause the failure of the Financing to be obtained.

Financing Assistance. Prior (a) From the date hereof until the Closing Date, U.S. Seller agrees to the Closing, the Company shalluse reasonable best efforts to provide, and shall cause the Group Companies and their respective officers, directors and employees to use, reasonable best efforts to provide and shall use its Subsidiaries to, at the sole expense of Parent, use reasonable best efforts to direct its and their commercially reasonable efforts respective Representatives to provide provide, in each case at Purchaser’s sole expense, such cooperation as may be reasonably requested by Parent Purchaser that is necessary and customary for financings of the type contemplated in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere any debt financing as may be obtained by Purchaser in connection with the ongoing operations of Transaction (the Company and its Subsidiaries“Debt Financing”). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially including using reasonable best efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating furnish to Company to the Financing Sources (including information to be used in the preparation of an information package regarding the business, operations, financial projections Purchaser 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 prospective lenders (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) Business Carveout Financial Statements and (B) the unaudited consolidated balance sheets sheet of the Business and the related unaudited statements of operations, stockholders’ equity and cash flows income as of the Company for last day of each subsequent fiscal quarter ended at least 40 more than 45 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 may be requested by the SEC in connection with 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and it being understood, for the avoidance of doubt, that no audit or note review procedures shall be required to be performed on or with respect to the boards financial statements that are the subject of directors this clause (i)(B)); provided that (1) Sellers and the Group Companies shall only be obligated to deliver such information to the extent such information may be obtained from the Books and Records of Sellers and the Business without undue effort or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company shall enter into or provide expense and without any resolutions, consents, approvals or other closing arrangements on behalf delay in timing of the Company consummation of the transactions contemplated by this Agreement and its Subsidiaries as may (2) Sellers and the Group Companies shall not be required by 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, in each case in connection with the Debt Financing Sources pursuant and only to the Debt Commitment Letter atextent customarily needed for syndicated credit financings; (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 and identify any portion of the information set forth in any of the foregoing that would constitute material, non-public information if the Company were a public reporting company, (B) deliver customary authorization letters with respect to the bank information memoranda, (C) 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 as ofthe obligor(s) and no such bank information memoranda, lender presentations or materials shall be issued by Sellers, their Subsidiaries or the Closing)Group Companies, and (3D) nothing shall obligate solely with respect to financial information and data derived from the Company or any of its Subsidiaries Business’s historical Books and Records, provide information to provide, or cause allow Purchaser to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, any prepare the pro forma financial information or take, or cause to be taken, any action to the extent it would result in a violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.pro forma financial

Financing Assistance. Prior (a) Following the execution of this Agreement, and prior to the Closing, the Company ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and shall cause its Subsidiaries to, at the sole expense of ParentBuyer, provide such cooperation (and to cause Xxxxxx Parent and its Subsidiaries to use its reasonable best efforts to cause their respective officers, directors, employees, controlled Affiliates, attorneys, investment bankers, financial advisers, agents and their commercially reasonable efforts other representatives to provide such cooperation cooperation) as may be reasonably requested by Parent Xxxxx from time to time in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries)Financing. Without limiting the generality of the foregoing sentence, prior to the Closing, the Company ABI shall, except to the extent prohibited by the UK Code, use its reasonable best efforts to cause Xxxxxx Parent and shall cause its Subsidiaries toSubsidiaries, at the sole expense of ParentBuyer, use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (other than financial or otherwiseinformation) relating to Company 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, operations, financial projections business and prospects operations of Parent Buyer and the Company Acquired Business customary or reasonably necessary for the completion of such financingthe Financing) to the extent reasonably requested by Parent Buyer to prepare customary offering or information documents to be used for the completion of the Debt 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 Parent Xxxxx and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iiiiv) reasonably assist Buyer in preparing its preparation of 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, documents (including delivery reasonably assisting in the preparation 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 pro forma financial statements shall not to 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 included in the Company for each subsequent fiscal quarter ended at least 40 days prior to the Closing Dateforegoing), (ivv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Company and its SubsidiariesAcquired Business, in each case, as may be reasonably requested by ParentBuyer, or as may be requested by the SEC in connection with the completion of the financingFinancing, (vvi) obtain any necessary consents from the CompanyXxxxxx Parent’s independent public accounting firm in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters SEC and 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 relating to the Acquired Business 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 Agreementinvestors. Notwithstanding the foregoing, (1) neither the Company other than as set forth in Section 7.03, none of ABI, Xxxxxx Parent nor any of its Subsidiaries their respective Affiliates 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 Financingfee, (2) none of the CompanyJV, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), preceding sentence) and (3) nothing shall obligate the Company ABI, Xxxxxx Parent or any of its Subsidiaries their respective Affiliates to provide, or cause to be provided, 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 a violation of Applicable material Law or loss a Governmental Order of any privilegematerial Governmental Authority of competent jurisdiction, in each case, applicable to ABI, Xxxxxx Parent or any of their respective Affiliates. Parent Buyer shall, promptly upon request by the CompanyABI or Xxxxxx Parent, as applicable, reimburse the Company ABI, Xxxxxx Parent and their respective Affiliates for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries such Person in satisfying its obligations under this Section 6.035.11(a). Parent, Merger Sub 1 and Merger Sub 2 ABI shall, on a joint and several basisexcept to the extent prohibited by the UK Code, indemnify and hold harmless use its reasonable best efforts to cause Xxxxxx Parent to consent to the Company use of all logos of Xxxxxx Parent 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 settlement (including all interest, assessments and other charges paid or payable in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or in respect reasonably likely to harm or disparage Xxxxxx Parent or any of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or the reputation or goodwill of Xxxxxx Parent or any assistance of its Subsidiaries. (b) If (i) (x) Xxxxxx Parent has not provided the Required Xxxxxx International Business Financial Information on or activities provided in connection therewith.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 Xxxxxx (the “Initial Delivery Date”) or

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this Section 6.03(a) , any of the permanent financing referred to in the Debt Commitment Letters) ( 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 foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and 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 or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, financial statements (including pro forma confidential information memoranda, 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 prospectuses, filings with the SEC and other similar documents, including delivery 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least more than 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least more than 40 days prior to the Closing DateDate and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt 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 may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates 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 the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.,

Financing Assistance. Prior The Company and its Subsidiaries shall obtain the debt financing from financing sources consistent with those previously discussed with AXXX and in amounts sufficient to consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the Plan Terms, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the Closingapplicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to AXXX not to be unreasonably withheld (the “Debt Financing”); provided, that if the Company shalldelivers to AXXX definitive term sheets for such proposed debt financing that have been approved by the Company’s board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a “Company Financing Proposal”), then AXXX shall cause inform the Company in writing (a “Financing Notice”) whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its Subsidiaries toreceipt of the definitive term sheets for such Company Financing Proposal. If, at after the sole expense Company delivers to AXXX a Company Financing Proposal, AXXX fails to deliver a Financing Notice within five (5) Business Days or each of Parentthe following circumstances occurs, use its then the Company may terminate this Agreement and their commercially reasonable efforts the transactions contemplated hereby may be abandoned: (x) AXXX delivers a Financing Notice in which it does not approve the Company Financing Proposal, (y) AXXX does not present to the Company, within 30 days of the delivery of the Financing Notice (the “Financing Decision Date”), an alternative written expression of interest to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing with financing sources reasonably acceptable to the Company on terms more favorable to the Company than the Company Financing Proposal (provided that such requested cooperation a “Preferred Debt Financing”) and (z) AXXX does not unreasonably interfere with provide to the ongoing operations Company commitment letters executed by the banks or other financing sources providing such Preferred Debt Financing within 60 days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(t). Subject to applicable regulatory or NASD requirements, Merrill and UBS (or their Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries)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. Without limiting the generality of the foregoing sentence, prior to the Closing, the The Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: will (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to Company AXXX and its counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing Sources (including information and a reasonable opportunity to be used in review and comment on such documents prior to such document being distributed, executed or delivered or filed with 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 prepare customary offering or information documents to be used for the completion of the Debt FinancingBankruptcy Court, (ii) cooperate duly consider in good faith any comments of AXXX and its counsel consistent with the marketing efforts of Parent Agreement, the Preferred Term Sheet and the Financing Sources, including participating in a Plan Terms and any other reasonable number comments of meetings, AXXX and its counsel and shall not reject such comments without first discussing the reasons therefor with AXXX or its counsel and giving due diligence sessions and road shows, at times and at locations reasonably acceptable consideration to the Companyviews of AXXX and its counsel, and (iii) keep AXXX 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, informed on a customary and reasonable timely 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 may be requested by the SEC in connection with 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 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 developments in connection with the Debt Financing, (2) none Financing and provide the Investors with an opportunity to attend and participate in meetings and/or roadshows with potential providers of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewithFinancing.

Financing Assistance. (a) Prior to the Closing, the Company shallshall provide, and shall cause its the Company’s Subsidiaries toto provide, at the sole expense of Parent, and shall use reasonable best efforts to cause its and their commercially officers, directors and employees to provide, and shall use its reasonable best efforts to provide such direct its and their accountants, legal counsel and other Representatives to provide, at Buyer’s sole cost and expense, as promptly as reasonably practicable all cooperation as may be reasonably requested by Parent Buyer in connection with arranging, obtaining and syndicating the Financing, causing the conditions in the Commitment Letters to be satisfied, including (i) furnishing to Buyer and its Financing Sources as promptly as reasonably practicable the Required Information, (ii) reasonably cooperating with Buyer and the Financing Sources in the preparation of Offering Documents (and any supplements thereto), (iii) reasonably cooperating with the marketing and rating agency efforts of Buyer and the Financing Sources with respect to the Financing, including reasonably cooperating in the preparation of any bank information memoranda and materials for ratings agencies and direct contact between appropriate members of senior management and Representatives of the Company and its Subsidiaries and potential lenders and investors in the Financing, in each case, only to the extent customarily needed for financings of the type contemplated by the Commitment Letters, (iv) providing Buyer at least three (3) Business Days before the Closing Date all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Buyer at least eight (8) Business Days prior to the Closing Date that is required in connection with the arrangement Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and that are required by Section 6 of Exhibit D of the Secured Debt Commitment Letter and Section 4 of Exhibit C of the Unsecured Debt Commitment Letter, (v) facilitating the pledging of collateral substantially concurrently with the Closing, including obtaining such documentation and/or taking such steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Buyer in order to release all Liens over the properties and assets of the Company and taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s assets for the purposes of establishing collateral arrangements, (vi) having appropriate members of senior management, with appropriate seniority and expertise of the Company and its subsidiaries, and certain Representatives of the Company and its Subsidiaries participate at reasonable times in a commercially reasonable number of meetings (including customary one-on-one meetings), presentations, road shows, and rating agency sessions, in each case, upon reasonable advance notice, (vii) causing the execution and delivery of such documents as Buyer may reasonably request (including corporate actions) from those directors, members and officers of the Company and its Subsidiaries (including (x) a certificate of the chief financial officer of the Company with respect to solvency matters as of the Closing, on a pro forma basis in the form attached to each Debt Commitment Letter (or substantially similar provisions in any Alternative Financing) (y) signing resolutions or taking similar actions approving the Debt Financing and (provided z) the Authorization Letters), (viii) facilitating the execution and delivery at the Closing of such definitive documents as Buyer may reasonably request (including guarantee and security documents) related to the Debt Financing on the terms contemplated by the Debt Commitment Letters, (ix) reasonably cooperating with Buyer’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Financing, (x) using reasonable best efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) reasonably cooperating with Buyer to the extent within the control of the Company and its Subsidiaries, and taking all organizational actions, subject to the occurrence of the Effective Time, reasonably requested by Buyer to permit the consummation of the Financing, and (xii) cooperating with the Financing Sources requests for due diligence to the extent customary and reasonable. Notwithstanding the foregoing, (A) such requested cooperation does shall not unreasonably interfere with the business or the ongoing operations of the Company and its and/or the Company’s Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and (B) nothing in this Section 7.11 shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) 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 financing) require cooperation to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, that it would (iix) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable cause any condition to the Company, Closing set forth in Section 8.1 to not be satisfied or otherwise cause any breach of this Agreement or (iiiy) 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 be expected to conflict with or violate the Company’s independent accountants as provided organizational documents or any Law, or result in Statement on Accounting Standards No. 100)the contravention of, private placement memorandaor result in a violation or breach or default under, 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 DateMaterial Contract, (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 may be requested by the SEC in connection with 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 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, (1C) neither the Company nor any of its the Company’s Subsidiaries shall be required to pay any commitment or other similar fee or incur prior to the Closing or incur or assume any other liability Liability or obligation in connection with the financings contemplated by the Debt FinancingCommitment Letters or the Debt Financing prior to the Closing, (2D) prior to the Closing, none of the directors or managers 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 Debt Financing Agreement, with respect to the Debt Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained that would become operative prior to the Closing and (E) none of the Company, its the Company’s Subsidiaries or their respective officersmanaging members, directors directors, managers, officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument, including any Debt Financing Agreement, 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 and the managing members, 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 Debt Financing is obtained, in each case which are effective prior to the Closing. The Company hereby consents to the use of its and the Company’s Subsidiaries’ logos in connection with the Financing contemplated by clause the Commitment Letters; 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. (viib) Except to the extent conditioned on the Closing, none of the Company, the Company’s Subsidiaries and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 6.03 7.11 and for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the information utilized in connection therewith. The Company and its Subsidiaries as may be required by the Financing Sources Affiliates shall not have any liability to Buyer in respect of any financial information or data or other information provided pursuant to this Section 7.11. Buyer shall indemnify, defend and hold harmless each of the Company, the Company’s Subsidiaries and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other 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 Commitment Letter at, or as of, Financing and the Closing), performance of their respective obligations under this Section 7.11 and (3) 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 utilized in a violation of Applicable Law or loss of any privilegeconnection therewith. Parent Buyer shall, promptly upon request by of the Company, reimburse the Company and the Company’s Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any its Subsidiaries (including those of its Subsidiaries accountants, consultants, legal counsel, agents and other Representatives) in satisfying its obligations under connection with the cooperation required by this Section 6.037.11. ParentFor the avoidance of doubt, Merger Sub 1 the parties hereto acknowledge and Merger Sub 2 shallagree that the provisions contained in this Section 7.11 and as otherwise set forth in this Agreement represent the sole obligation of the Company, on a joint and several basis, indemnify and hold harmless the Company and its Company’s Subsidiaries and their respective Representatives from and against any and all lossespartners, claimsmembers, damagesdirectors, liabilitiesmanagers, costsofficers, reasonable attorneys’ feesemployees, judgmentsaccountants, fines, penalties and amounts paid in settlement (including all interest, assessments legal counsel and other charges paid or payable Representatives with respect to cooperation in connection with or in respect the arrangement of any thereof) 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 therewiththe Debt Financing.

Financing Assistance. Prior 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 provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of any financing to be consummated in connection with the Debt Financing Merger and the 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 foregoing sentence, prior 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: (i) as promptly as reasonably practicable provide providing information (financial or otherwise) relating to Company to the Financing Sources 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 prepare assist in preparation of customary offering or information documents to be used for the completion of the Debt Financingfinancing, (ii) cooperate with the marketing efforts of Parent and the Financing Sourcesits financing sources, including participating in a 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 90 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 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 may be reasonably requested by Parent, or as may be requested by the SEC in connection with the completion of the financing, (v) obtain any necessary consents from the Company’s independent public accounting firm auditors in connection with 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 connection with the cooperation of the Company and its obligations under Subsidiaries contemplated by this Section 6.036.06 (without duplication of any reimbursement pursuant to the preceding sentence). Parent, Merger Sub 1 Parent and Merger Sub 2 Subsidiary shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives representatives from and against any and all liabilities, losses, damages, claims, damages, liabilities, costs, reasonable expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments awards, judgments and other charges paid or payable in connection with or in respect of any thereof) 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 therewith.

Financing Assistance. (a) Prior to the Closing Date, Sellers shall promptly take such actions in respect of the Existing Credit Facility and all other existing Indebtedness of each Seller as requested by Buyers to repay in full and terminate or satisfy and discharge all obligations under the Existing Credit Facility and such other existing Indebtedness of each Seller or directly or indirectly encumbering the Acquired Assets at the time of the Closing, including obtaining consents or waivers that may be required to effect such repayment at Closing, provided that the effectiveness of such repayment or prepayment and satisfaction and discharge shall be conditioned on the Closing and the receipt of funds thereafter from Buyers. (b) Prior to the Closing, each of the Company Owners shall, and shall cause its Subsidiaries each Seller to, at the sole expense of Parentprovide to Buyers, and shall use reasonable best efforts to cause its and their commercially reasonable efforts respective officers, employees, accountants, legal counsel, agents and other advisors and representatives (collectively, the “Representatives”) to provide such to Buyers, all cooperation as may be and assistance reasonably requested by Parent Buyers in connection with the arrangement arrangement, syndication and consummation of any debt financing (including the Debt Financing (provided that such requested cooperation does not unreasonably interfere marketing efforts in connection therewith) undertaken by Buyers in connection with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closingtransactions contemplated by this Agreement (collectively, the Company shall“Debt Financing”), and shall cause its Subsidiaries toin each case in a timely manner, at the sole expense of Parent, use its and their commercially reasonable efforts to: including: (i) furnishing Buyers and Buyers’ financing sources, 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 businesspracticable, 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 the Financial Statements, (B) an unaudited consolidated balance sheets sheet of Sellers and related audited unaudited consolidated statements of operationsincome, 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 forty-five (45) days prior to the Closing Date, and (ivC) make availableall financial information and all other information regarding Sellers reasonably required for Buyers to prepare pro forma financial statements, on as well as financial projections and a customary financial model for Buyers after giving effect to the transactions contemplated by this Agreement, in each case consistent with the type required for a registered public offering of debt securities, and reasonable basis of type and form customarily included in private placements of debt securities under Rule 144A of the Securities Act, to consummate the Debt Financing; (ii) upon reasonable notice, appropriate personnelduring business hours and at Buyers’ expense, providing reasonable cooperation with the marketing efforts of Buyers and lenders, underwriters or initial purchasers for the Debt Financing, including using reasonable best efforts to cause its Representatives (including senior management and advisors of Sellers) to participate in a reasonable number of meetings or conference calls; (iii) assisting with the preparation of customary materials for rating agency presentations, offering documents, registration statements, prospectuses, road show presentations and similar documents reasonably necessary or advisable in connection with the Debt Financing (collectively, the “Offering Documentation”); (iv) using reasonable best efforts to cause Sellers’ independent auditors to provide, consistent with customary practice, (A) audit reports, comfort letters (including “negative assurance” comfort), authorization letters and consents of accountants and auditors with respect to financial statements and other financial information relating for Sellers and their reports thereon for inclusion in any Offering Documentation, (B) assistance in the preparation of pro forma financial statements by Buyers, and (C) assistance to the Company and its Subsidiariescooperation with Buyers, in each caseincluding attending accounting due diligence sessions; (v) executing and delivering any representation and authorization letters to accountants and auditors, customary closing certificates and any other certificates, letters and documents as may be reasonably requested by Parent, or as may be requested by the SEC in connection with 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, Buyers; (vi) obtain facilitating the granting of a security interest (and perfection thereof) in collateral, including by cooperating with Buyers to arrange for customary financing accountants’ comfort letters and 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)pay-off letters, (vii) subject to customary confidentiality provisionslien terminations, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors and (viii) obtain customary payoff letters notices and instruments of discharge to be delivered at Closing to allow providing for the payoffpay-off, discharge and termination in full on the Closing Date of all existing Indebtedness (subject to receipt from the Credit Agreement. Buyers of the funds necessary to effectuate the pay-off contemplated by such pay-off letters, lien terminations and instruments of discharge); (vii) providing Buyers and Buyers’ financing sources promptly with all documentation and other information regarding the Owners and Sellers required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001, as amended from time to time; (viii) providing customary authorization letters, in a form reasonably acceptable to Sellers, to Buyers’ financing sources authorizing the distribution of information to prospective lenders; and (ix) cooperating with Buyers’ financing sources and their respective agents with respect to their due diligence, including (A) giving access to documentation reasonably requested by persons in connection with capital markets transactions and (B) permitting Buyers’ financing sources and other lenders to evaluate Sellers’ current assets, receivables and inventory for the purposes of establishing collateral arrangements as of the Closing (and using reasonable best efforts to provide all relevant information or documentation reasonably requested in connection therewith) (provided that, for the avoidance of doubt, the permissions afforded to the financing sources and other lenders and the efforts to provide such information and documentation does not require that any such audits, appraisals and evaluations be completed, or any such information be furnished, as conditions to Closing). (c) Notwithstanding the foregoing, (1i) neither none of the Company nor any of its Subsidiaries Owners, Sellers or their respective Representatives 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(A) authorize, (2) none of the Company, its Subsidiaries or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement (other than authorization and representation letters as set forth herein) with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Closing, (other than authorization letters contemplated by clause (viiB) of this Section 6.03 and for take any action that would unreasonably interfere with the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf ongoing operations of the Company and its Subsidiaries as may Business or Sellers, (C) take any action that would cause any representation or warranty in this Agreement to be breached or (D) take any action that would cause any condition to Closing set forth in Article 7 to fail to be satisfied; (ii) Sellers shall not be required by the Financing Sources pursuant to the Debt Commitment Letter atmake any representation, warranties or certifications as ofto which, the Closing)after Sellers’ use of reasonable best efforts to cause such representation, warranty or certification to be true, Sellers in their good faith determined that such representation, warranty or certification is not true; and (3iii) nothing shall obligate the Company or any of its Subsidiaries Sellers to provide, or cause to be provided, any legal opinion by its counsel, or to provide, or cause to be provided, provide any information or take, or cause to be taken, take any action to the extent it would result in a violation of Applicable Law any applicable Legal Requirements or loss of any privilege. Parent shall, promptly upon request by Sellers hereby consent to 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 use of its Subsidiaries in satisfying its obligations under this 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 settlement (including all interest, assessments and other charges paid or payable logos in connection with or the Debt Financing; provided that such logos are used solely in respect a manner that does not violate any existing contractual obligation of any thereof) 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 therewithSellers.

Financing Assistance. Prior (a) During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement pursuant to the ClosingSection 10.01, the Company shallagrees to use reasonable best efforts to provide, and shall cause its the Company’s Subsidiaries to, at the sole expense of Parent, use and its and their commercially Representatives to use reasonable best efforts to provide and shall use its reasonable best efforts to direct its and their Representatives to provide, in each case at Purchaser’s sole expense, such customary cooperation as may be reasonably requested by Parent Purchaser in connection with the arrangement Financing or any offering of senior secured notes (“Additional Senior Notes”) as contemplated by the Debt Commitment Documents (each a “Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its SubsidiariesTransaction”). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially including using reasonable best efforts to: (i) as promptly as reasonably practicable provide furnish to Purchaser such customary 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 businessCompany and its Subsidiaries, operations, including such historical consolidated financial projections and prospects statements of Parent and the Company customary or reasonably necessary (which for the completion avoidance of such financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used doubt includes at least audited financial statements for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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, two most recently completed fiscal years as well as interim financial statements and notes (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 auditors at a SAS 100 (Aor any applicable successor thereto) 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” qualificationslevel) 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 forty-five (45) days prior to any pricing date occurring during the Closing DateMarketing Period (but excluding the fourth quarter of any fiscal year)) (the financial statements referenced in the foregoing parenthetical, (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“Historical Financials”), as may be reasonably requested by ParentPurchaser to the extent such information is of the type and form customarily included in an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act of 1933 (provided, that such information shall not include (1) a description of the Financing Transactions, including any “description of notes,” or other information customarily provided by financing sources or their counsel, (2) risk factors solely relating to the Financing Transactions (as may opposed to the Company, its Subsidiaries or their respective businesses) or (3) financial statements or other information (including segment reporting and consolidating and other financial statements and data) required by Rules 3-05, 3-09, 3-10 and 3-16 of Regulation S-X other than the Historical Financials (provided that information with respect to assets, liabilities, revenue and EBITDA with respect to non-guarantors in the aggregate should be requested by provided), Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33- 8732A, 34-54302A and IC-27444A) or any other information customarily excluded for an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the SEC Securities Act of 1933 (it being understood and agreed that such financial statements shall be of the Company and its Subsidiaries and that financial statements for any period earlier than the fiscal year ended December 31, 2018 shall not be required)) (subject to the immediately following proviso, collectively, the “Required Financial Information”); (ii) participate (and cause senior officers and representatives of the Company and its Subsidiaries to participate) in a reasonable number of due diligence (including customary auditor due diligence) and other meetings and presentations with prospective lenders and investors (including the Financing Sources), and sessions with the ratings agencies, in each case in connection with the completion Financing Transactions and only to the extent customarily needed for financings of the financingtype contemplated by the Financing Transactions; (iii) reasonably assist Purchaser and the Financing Sources in their preparation of (A) any bank information memoranda (including the delivery of customary authorization and representation letters to the extent contemplated by any Financing Transaction and customary representation letters to the Company’s auditors), confidential information memorandums and related lender presentations, (B) materials for rating agency presentations and (C) any high yield offering memorandum, road show presentations or similar documents customarily required for financing of the type contemplated by the Financing Transactions; (iv) reasonably cooperate with the marketing efforts of Purchaser and its Financing Sources with respect to the Financing Transactions, in each case, only to the extent customarily needed for financings of the type contemplated by the Financing Transactions; (v) obtain provide Purchaser all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Purchaser at least eight (8) Business Days prior to the Closing Date that is required in connection with the Financing Transactions by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 and 31 C.F.R.§1010.230 and that are required in connection with any necessary consents from Financing Transaction; (vi) facilitate the Company’s independent public accounting firm accountants delivery of consents and customary “comfort letters” (including as to negative assurances) in connection with any filings with the SEC, Financing Transactions and only to the extent customarily required for financings of the type contemplated by the Financing Transactions; (vivii) obtain cooperating and providing customary financing accountants’ comfort letters information reasonably required by the Financing Sources in the context of due diligence and consents of accountants for use of their reports in any materials verification relating to the financing Financing Transactions, in compliance with applicable requirements of Law 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)customary practice, (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 cooperating in the payoff, discharge and termination in full on the Closing Date of the Credit AgreementCompany Indebtedness and the Liens related thereto (which discharge and termination for clarity shall not be required to take effect before the Closing, and subject to customary exceptions for obligations under such Company Indebtedness that expressly survive termination and discharge), including obtaining a customary debt pay-off letter(s) with respect thereto; and (ix) executing and delivering any customary guarantee documentation, pledge and security documents, other definitive financing documents, or other certificates, instruments or documents as may be reasonably requested by the Purchaser in connection with the Financing Transactions and otherwise using reasonable best efforts to facilitate the pledging of and perfection of security interests in collateral that will secure the Financing Transactions (in each case, for the avoidance of doubt, subject to the limitations in clause (D) below). Notwithstanding the foregoing, (1A) such requested cooperation shall not (i) unreasonably disrupt the operations of the Company or its Subsidiaries or (ii) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (B) nothing in this Section 7.06 shall require cooperation to the extent that it would (y) cause any condition to the Closing set forth in Section 2.01 or 2.02 to not be satisfied or (z) cause any breach of this Agreement, (C) neither the Company nor any of its Subsidiaries shall be required to (1) pay any commitment or other similar fee or incur prior to the Closing Closing, (2) incur or assume any other liability or obligation in connection with the Debt Financingfinancings contemplated by the Financing Transactions, (23) deliver or obtain opinions of internal or external counsel, (4) provide access to or disclose information where the Company determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law or Contractual Obligations, or (5) waive or amend any terms of this Agreement or any other Contractual Obligation to which the Company or its Subsidiaries is party, and (D) none of the Company, its Subsidiaries or their respective officersdirectors, directors officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument (other than the authorization and representation letters contemplated above), with respect to the Debt Financing Transactions 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) and the 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 Transactions are obtained, in each case which are effective prior to the Closing. Notwithstanding anything to the contrary, the Company shall be deemed to have complied with this Section 7.06 for all purposes of this Section 6.03 Agreement (including Article III and for Article X) unless the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf Financing Transaction has not been obtained primarily as a result of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any Company’s willful breach 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.037.06. ParentThe Company hereby consents to the use of its and its Subsidiary’s logos in connection with the financing contemplated by the Financing Transactions; provided, Merger Sub 1 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. (b) None of the Seller, the Company, the Company’s Subsidiaries or their respective Affiliates or Representatives shall be required to (i) take any action that would subject any such Person to actual or potential liability, (ii) bear any cost or expense or to pay any commitment or other similar fee or make any other payment or (iii) incur any other liability or provide or agree to provide any indemnity, in each case in connection with the Financing Transactions or their performance of their respective obligations under this Section 7.06 and Merger Sub 2 shallany information utilized in connection therewith. The Seller and the Company shall have no liability whatsoever to Purchaser in respect of any financial information or data or other information provided pursuant to this Section 7.06. Purchaser shall indemnify, on a joint and several basis, indemnify defend and hold harmless each of the Company and Seller, the Company, its Subsidiaries and their respective Affiliates and Representatives from and against any and all liabilities, losses, damages, claims, damages, liabilities, costs, reasonable attorneys’ feesexpenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments awards, judgments and other charges paid penalties suffered or payable incurred by them in connection with the Financing Transactions and the performance of their respective obligations under this Section 7.06 and any information utilized in connection therewith, other than in each case as a result of fraud or in respect a willful breach of any thereofthe Company’s obligations under this Agreement. Purchaser shall, promptly upon request of the Seller or the Company, reimburse the Seller or the Company and its Subsidiaries for all out-of-pocket fees, costs and expenses incurred by the Company or its Subsidiaries (including those of its Affiliates and Representatives) suffered or incurred in connection with any financing or other securities offering the cooperation required by this Section 7.06. (c) For the avoidance of Parent and/or its doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.06, represent the sole obligation of the Seller, the Company, the Company’s Subsidiaries or any assistance or activities provided and Affiliates and their respective Representatives with respect to cooperation in connection therewithwith the arrangement of the Financing Transactions and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations.

Financing Assistance. Prior to From the Closingdate of this Agreement until the Effective Time, the Company MUSA and its subsidiaries shall, and shall use their reasonable best efforts to cause its Subsidiaries each of their respective officers, directors, employees, advisors, attorneys, accountants and representatives to, at the sole expense of Parent, use its and their commercially reasonable efforts to provide such all cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with or the ongoing operations arrangement of the Company and its Subsidiariesalternative financing, if any, contemplated by Section 5.2(b). Without limiting the generality of the foregoing sentence), prior 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: including (i) as promptly as reasonably practicable provide information (financial or otherwise) relating using reasonable best efforts 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 cause appropriate officers 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 employees 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 on reasonable advance notice, appropriate personnelto meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (B) assist with the preparation of disclosure documents in connection therewith, (C) cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to MUSA and its subsidiaries and to provide any necessary “comfort letters” and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) 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 MUSA with respect to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and information relating to the Company certificates referenced in clause (ii) above shall be executed and its Subsidiaries, in each case, as may be reasonably requested by Parent, or as may be requested by the SEC delivered except in connection with the completion Closing (and the effectiveness thereof shall be conditioned upon the occurrence of the financingClosing); and provided, (v) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SECfurther, (vi) obtain customary financing accountants’ comfort letters and 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 that MUSA shall not be required to pay provide any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection such assistance which would interfere unreasonably and materially with the Debt Financing, (2) none business or operations of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company MUSA and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilegesubsidiaries. Parent shallshall promptly, promptly upon request by the CompanyMUSA, reimburse the Company MUSA for all reasonable and documented out-of-pocket third party costs and expenses (including reasonable attorneys’ fees) incurred by the Company MUSA or any of its Subsidiaries in satisfying its obligations under this 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 settlement (including all interest, assessments and other charges paid or payable subsidiaries in connection with or in respect of any thereof) 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 therewithsuch cooperation.

Financing Assistance. Prior The Company and its Subsidiaries shall obtain the debt financing from financing sources consistent with those previously discussed with ADAH and in amounts sufficient to consummate the transacxxxxs contemplated by this Agreement, the Preferred Term Sheet, the Plan Terms, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the Closingapplicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to ADAH not to be unreasonably withheld (the "Debt Financinx"); provided, that if the Company delivers to ADAH definitive term sheets for such proposed debt finanxxxx that have been approved by the Company's board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a "Company Financing Proposal"), then ADAH shall inform the Company in writing (a "Financing Notice") whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its receipt of the definitive term sheets for such Company Financing Proposal. If, after the Company delivers to ADAH a Company Financing Proposal, ADAH fails to deliver a Xinancing Notice within five (5) Xxxiness Days or each of the following circumstances occurs, then the Company may terminate this Agreement and the transactions contemplated hereby may be abandoned: (x) ADAH delivers a Financing Notice in which it does not apxxxxe the Company Financing Proposal, (y) ADAH does not present to the Company, within 30 days of xxx delivery of the Financing Notice (the "Financing Decision Date"), an alternative written expression of interest to provide the Debt Financing with financing sources reasonably acceptable to the Company on terms more favorable to the Company than the Company Financing Proposal (a "Preferred Debt Financing") and (z) ADAH does not provide to the Company commitment letters xxxxuted by the banks or other financing sources providing such Preferred Debt Financing within 60 days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(t). Subject to applicable regulatory or NASD requirements, Merrill and UBS (or their Affiliates) shall be entitled xx xxxxicipate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to ADAH and its counsel a copy of all marketing information, xxrm sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of ADAH and its counsel consistent with the Agreement, the Company shallXxxxerred Term Sheet and the Plan Terms and any other reasonable comments of ADAH and its counsel and shall not reject such comments xxxxout first discussing the reasons therefor with ADAH or its counsel and giving due consideration to the xxxxs of ADAH and its counsel, and shall cause its Subsidiaries to, at the sole expense (iii) keep ADAH reasonably informed on a timely basis of Parent, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in developmenxx xn connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere and provide the Investors with the ongoing operations of the Company an opportunity to attend and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to Company to the Financing Sources (including information to be used participate 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 prepare customary offering or information documents to be used for the completion meetings and/or roadshows with potential providers of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.

Financing Assistance. (a) Prior to and until the Closing, the Company shall, shall use its reasonable best efforts to and shall use its reasonable best efforts to cause its Subsidiaries to use their reasonable best efforts to, and the Company and each of its Subsidiaries shall each use their reasonable best efforts to cause the respective officers, employees, agents and representatives of the Company and its Subsidiaries to use their reasonable best efforts to, (1) provide to Parent and Merger Sub 2, as applicable, (x) audited consolidated financial statements of the Company covering the three fiscal years immediately preceding the Closing for which audited consolidated financial statements are then currently available, unaudited financial statements (excluding footnotes) for any regular quarterly interim fiscal period or periods of the Company ended after the date of the most recent A. Patriot Act of 2001, and beneficial ownership regulations, but in each case, solely as relating to the Company and its Subsidiaries to the extent requested by the Parent and the Financing Sources at least ten Business Days prior to the sole expense of Closing Date, which information shall be provided no later than three Business Days prior to the Closing Date and (2) provide to Parent, use its Merger Sub 1 and their commercially Merger Sub 2 all cooperation reasonably requested by Parent that is necessary or reasonably required in connection with the Financing, including the following: (i) using reasonable best efforts to provide cause the Company’s and its Subsidiaries’ senior officers and other representatives to participate in meetings and calls, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, investors and prospective lenders on reasonable advance notice to the extent practicable; (ii) using reasonable best efforts to assist with the preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (including any customary offering or private placement memoranda to be prepared for any debt securities offering in connection with the Financing Commitment), bank information memoranda, business projections, customary pro forma financial statements reflecting the Combination and the Financing; provided, that such cooperation assistance will be limited to providing financial information reasonably required to allow Parent to prepare such pro forma financial statements, and any other marketing documentation and similar documents reasonably required in connection with the Financing (and executing customary representation letters in connection herewith); provided, that any such marketing materials shall reflect that one or more of Parent and its Subsidiaries will be the obligors at Closing and that the Company and its Subsidiaries shall have no obligations thereunder unless and until the Effective Time occurs; (iii) using reasonable best efforts to assist with the preparation of any pledge, security and other collateral documents, any loan agreement, currency or interest hedging agreement, other definitive financing documents on terms reasonably satisfactory to Parent, or other certificates, resolutions, consents or documents as may be reasonably requested by Parent in connection with the arrangement and usual and customary for transactions of the Debt type contemplated by the Financing (Commitment; provided that no obligation of the Company or any of its Subsidiaries under any such requested cooperation does not unreasonably interfere with document or agreement shall be effective or filed in the ongoing operations public record until the Effective Time; (iv) using reasonable best efforts to facilitate the pledging of collateral, provided that no pledge shall be effective or public filing be made until the Effective Time; (v) using reasonable best efforts to facilitate the pay-off of any Existing Indebtedness of the Company and its Subsidiaries). Without limiting Subsidiaries and to arrange for the generality receipt of customary pay-off documentation evidencing the foregoing sentencesatisfaction and discharge of such Existing Indebtedness and the release of related Liens and termination of security interests with respect thereto, prior to the Closingin each case, the Company shall, in form and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) as promptly as substance reasonably practicable provide information (financial or otherwise) relating to Company acceptable to the Financing Sources Sources; (including information vi) using reasonable best efforts to be used in the preparation of an information package regarding the businessfurnish to Parent, operations, financial projections Merger Sub 1 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent Merger Sub 2 and the Financing Sources, as promptly as reasonably practicable, with (A) all Required Information, including, without limitation, customary pertinent financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and including participating in a reasonable number any event the financial statements required under Paragraph 9 of meetingsAnnex III of the Commitment Letter, due diligence sessions including any additional financial information and road showsdata regarding the Company and its Subsidiaries reasonably requested by Parent or the Financing Sources in connection with the Financing, at times (B) other financial data necessary or reasonably required to permit Parent to prepare customary pro forma financial statements in form and at locations substance reasonably acceptable to the Financing Sources reflecting the Combination and the Financing, and (C) any supplements to the Required Information on a reasonably current basis to the extent that any Required Information, to the knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading; (iiivii) reasonably [reserved]; (viii) [reserved], (ix) using reasonable best efforts to cause the independent auditors of the Company to assist and cooperate with Parent in preparing customary connection with the Financing, including by providing consent to offering memoranda, rating agency presentations, lender presentations, financial registration statements (including pro forma financial statements, all of which unaudited financial statements shall have been reviewed by and/or prospectus that include or incorporate the Company’s independent accountants as provided in Statement on Accounting Standards No. 100)consolidated financial information and their reports thereon, private placement memoranda, prospectuses and other similar documents, customary comfort letters (including delivery of (A“negative assurance” and change period comfort) 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 with respect 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(x) [reserved], as may be (xi) using reasonable best efforts to cooperate with the Financing Sources’ due diligence requests and review, to the extent reasonably requested by Parent, or as may be requested by the SEC in connection with the completion of the financingFinancing, (vxii) obtain any necessary consents from [reserved], (xiii) using reasonable best efforts to request that its independent accountants cooperate with and assist Parent in preparing customary and appropriate information packages and offering and private placement memoranda or other offering materials as the Company’s independent public accounting firm Financing Sources may reasonably request for use in connection with any filings the offering and/or syndication of debt securities, loan participations and other matters contemplated with the SEC, (vi) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating respect to the financing and Financing, in obtaining third party consents in connection with any filings required such financing, and in extinguishing Existing Indebtedness for borrowed money of the Company and its Subsidiaries and releasing liens securing such Existing Indebtedness, in each case to be made by Parent pursuant to take effect at the 1933 Act or the 1934 Act (including the Registration Statement)Effective Time, (viixiv) subject [reserved], and (xv) using reasonable best efforts to customary confidentiality provisions, provide customary authorization letters to take such actions as are reasonably requested by the Parent or the Financing Sources authorizing to facilitate the distribution satisfaction of information all conditions precedent to prospective lenders or investors and (viii) obtain customary payoff letters and instruments of discharge obtaining the Financing to be delivered at Closing to allow for the payoff, discharge and termination in full on extent within the Closing Date control of the Credit Agreement. Notwithstanding Company (including delivery of the foregoingstock and other equity certificates of the Company and its Subsidiaries to the Parent); provided that until the Effective Time occurs, (1) neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment fees, expenses or other similar fee or incur prior to the Closing any other liability or obligation amounts in connection with the Debt Financing, (2B) none of have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Company, its Subsidiaries Financing or their respective officers, directors or employees shall (C) be required to execute or enter into or perform incur any agreement liability in connection 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 clause (vii) of this Section 6.03 and for Financing. For the avoidance of doubt, the boards Board of directors Directors of the Company and each of its Subsidiaries, in each case as constituted prior to the Effective Time, shall not be required to adopt any resolutions or take any other equivalent governing bodies action in connection with the authorization of any of the Financing, or otherwise contingent upon the occurrence of the Effective Time. (b) All material non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub 1, Merger Sub 22 and their respective Representatives pursuant to this Section 7.14 shall be kept confidential by them in accordance with the Confidentiality Agreement. The Company hereby consents to (i) the use of all of its and its Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to nor is reasonably likely to harm or disparage the Company or any of its Subsidiaries, the Initial Surviving Corporation and/or the Surviving Company shall enter into reputation or provide any resolutions, consents, approvals or other closing arrangements on behalf goodwill of the Company and its Subsidiaries as may be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate the Company or any of its Subsidiaries or any of their assets, including their logos and marks and (ii) Parent sharing confidential information regarding the Company with Financing Sources as “representatives” of Parent under the Confidentiality Agreement. (c) If requested by Parent, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to provide, or cause use reasonable best efforts to be provided, provide any legal opinion other cooperation reasonably requested by its counsel, or Parent to provide, or cause to be provided, any information or take, or cause to be taken, any action to facilitate the extent it would result in a violation of Applicable Law or loss assumption by the Surviving Corporation and the Surviving Company of any privilege. or all Existing Indebtedness of the Company and/or its Subsidiaries, including the Convertible Senior Note Indentures and the Convertible Senior Notes thereunder (including, if elected by Parent, delivering such certificates or other documents and taking such actions (and using reasonable best efforts to cause the applicable lenders, agents, and/or trustees in respect thereof to take such actions) as may be required as may be required in connection therewith by the applicable credit agreements, indentures or other definitive documents governing such Indebtedness) effective as of (or at Parent’s election, following) the Effective Time. (d) Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs fees and expenses (including reasonable attorneys’ feesprofessional fees and expenses of accountants, legal counsel and other advisors (limited, in the case of counsel, to one primary counsel to the Company)) to the extent such costs are incurred by the Company or any of its Subsidiaries in satisfying connection with such cooperation provided by the Company, its Subsidiaries, their respective officers, employees and other representatives pursuant to the terms of this Section 7.14(d), or in connection with compliance with its obligations under this Section 6.03. Parent7.14, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, Parent hereby agrees to indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives officers, employees, agents and representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid liabilities or payable losses suffered or incurred by them in connection with or in respect the arrangement of the Financing, any thereof) suffered or incurred information utilized in connection with therewith (other than arising from information provided by the Company or its Subsidiaries) and any financing misuse of the logos or other securities offering marks of Parent and/or the Company or its Subsidiaries, except to the extent that such liabilities or losses arose out of or result from the willful misconduct of the Company, any of its Subsidiaries or any assistance of their respective representatives. (e) From and after the date hereof and until the earlier to occur of the Closing Date or activities the termination of this Agreement pursuant to Article IX hereof, the Company shall promptly give written notice with particularity upon the occurrence of any “Default” or “Event of Default” that has occurred or is threatened in writing under any of the indentures governing the Convertible Senior Notes or the Existing Credit Agreement (in each case, with “Default” and “Event of Default” having the meanings provided in connection therewithsuch document). (f) Parent, Merger Sub 1 and Merger Sub 2 each acknowledge and agree that obtaining the Financing is not a condition to the Closing. If the Financing has not been obtained, Parent, Merger Sub 1 and Merger Sub 2 will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Article VIII, to consummate the Combination. (g) The Company will be deemed have performed this Section 7.14 unless and until (i) Parent provides written notice (the “Non-Cooperation Notice”) to the Company of any alleged failure to comply, or action or failure to act which could be believed to be a breach of this Section 7.14, (ii) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require the Company to provide any cooperation that it would not otherwise be required to provide under this Section 7.14) and (iii) the Company fails to take the actions specified in such Non-Cooperation Notice within five Business Days from receipt of such Non-Cooperation Notice. Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 8.2(b), as it applies to the Company’s obligations under this Section 7.14, will be deemed to be satisfied if the Company’s failure to perform its obligations under this Section 7.14, if any, did not cause the failure of the Financing to be obtained.

Financing Assistance. Prior (a) The Company shall use reasonable best efforts to the Closing, the Company shallprovide to Parent, and shall cause its Subsidiaries tosubsidiaries and the Company’s and such subsidiaries’ respective officers, at the sole expense of Parentdirectors, advisors and employees to use its and their commercially reasonable best efforts to provide to Parent, at Parent’s sole cost and expense, such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing Financing, including: (provided that i) furnishing Parent with such requested cooperation does not unreasonably interfere with the ongoing operations of pertinent and customary information regarding the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) subsidiaries as promptly as reasonably practicable provide information (financial or otherwise) relating to Company to the Financing Sources (including information to may 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 prepare customary offering or information documents to be used for the completion of in connection with the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 that (A) the Company shall only be obligated to deliver financial information to the extent such information may be obtained from the books and records of the Company (which for the avoidance of doubt shall include (x) the audited consolidated balance sheets income statements and related audited statements of operationscomprehensive income, stockholders’ equity financial position and cash flows for the Company and its Subsidiaries for the most recent two fiscal years ended at least 120 days prior to the Acceptance Time (and the related audit reports), including the notes thereto, prepared in accordance with IFRS and (y) the unaudited condensed consolidated interim income statements and statements of comprehensive income, financial position and cash flows of the Company and its Subsidiaries for each of any fiscal quarter ending subsequent to the three last fiscal years most recently ended year for which financial statements were delivered pursuant to the preceding clause (x) and at least 60 75 days prior to the Closing Date Acceptance Time (and audit reports for the corresponding period of the preceding fiscal year), including the notes thereto, prepared in accordance with IFRS), in each case of clauses (x) and (y), which shall be deemed to have been delivered on the earliest date on which the Company posts such financial statements shall on the Company’s website on the internet and/or such financial statements are included in a Form 20-F or Form 6-K, as applicable, posted on the SEC’s website on the internet (without any subsequent notice that such financial statements may not be subject to relied upon for any “going concern” qualificationsreason) and (B) unaudited consolidated balance sheets the Company shall not be obligated to furnish any of the Excluded Information; 64 (ii) causing the Company’s and related unaudited the Company’s Subsidiaries’ independent accountants, as reasonably requested by Parent, to (A) provide customary consents to the use of their audit reports on the financial statements of operations, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended and the Company’s Subsidiaries in any materials relating to, or any applicable filings made with the SEC related to, such Debt Financing, (B) provide, consistent with customary practice, “comfort letters,” including customary “negative assurances” (including drafts thereof which such accountants are prepared to issue at least 40 days the time of pricing and at closing of any offering or placement of the Debt Financing) necessary and reasonably requested by Parent in connection with any capital markets transaction comprising a part of such Debt Financing, and (C) participate in reasonable and customary due diligence sessions, which sessions shall be telephonic or held by videoconference and held at reasonable and mutually agreeable times; (iii) upon reasonable prior notice, causing members of management of the Company to participate in a reasonable number of lender presentations, road shows, due diligence sessions, drafting sessions and sessions with providers or potential providers of the Debt Financing and rating agencies to the Closing Dateextent contemplated by the Debt Financing Documents, in each case, in connection with the Debt Financing at reasonable times to be mutually agreed; (iv) make available, on a customary reasonably assisting Parent and reasonable basis and upon reasonable notice, appropriate personnel, documents and causing members of management of the Company to reasonably assist Parent in (including by providing information relating to the Company and its Subsidiaries, in each case, as may be the Company’s Subsidiaries reasonably required and requested by ParentParent in connection with) its preparation of customary “public side” and “private side” bank information memoranda, lender and investor presentations, rating agency presentations, road show materials, projections, prospectuses, bank syndication materials, offering memoranda, private placement memoranda, credit agreements, definitive financing documents (as well as customary certificates and “backup” support) and similar or as may related documents to be requested prepared by the SEC Parent in connection with the completion such financings (collectively, “Debt Materials”), including (i) customary authorization and representation letters with respect to information of the financing, (v) obtain any necessary consents from Company and the Company’s independent public accounting firm in connection with any filings with the SEC, Subsidiaries (vi) obtain customary financing accountants’ comfort letters and 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 provisions and disclaimers) authorizing the distribution of information to prospective lenders or investors investors, (ii) by consenting to the inclusion or incorporation by reference of periodic and current reports filed by the Company with the SEC, and (iii) by providing any historical financial information of the Company and the Company’s Subsidiaries required for the preparation by Parent of customary pro forma financial information and pro forma financial statements to the extent required by Regulation S-X under the Securities Act or any other accounting rules and regulations of the SEC and/or in connection with such Debt Financing (it being agreed that the Company need only assist in the preparation thereof but shall not be required to (x) prepare independently any pro forma financial statements or (y) provide any information or assistance relating to (A) the proposed aggregate amount of Debt Financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt, (B) 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 such Debt Financing or (C) any financial information related to Parent or any of Parent’s (b) Notwithstanding anything to the contrary in Section 7.13(a), nothing will require the Company or its Subsidiaries to provide (or be deemed to require the Company or its Subsidiaries to prepare) any (i) pro forma financial statements, projections or other prospective information (but the Company and its Subsidiaries shall, for the avoidance of doubt, provide any customary historical information requested by Parent in connection with Parent’s preparation of pro forma financial statements, projections or other prospective information in accordance with clause (a)(iv) above); (ii) description of all or any portion of the Debt Financing, including any “description of notes” or “description of other indebtedness” or other information customarily provided by financing sources or their counsel; (iii) risk factors relating to all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure; (iv) “segment” financial information and separate subsidiary financial statements, (v) any financial statements or other information required by Rules 3-09, 3-10 or 3-16, 13-01 or 13-02 of Regulation S-X, Regulation S-K Item 302, (vi) information regarding officers or directors prior to consummation of the Offer or the Merger, executive compensation and related 66 party disclosure or any Compensation Discussion and Analysis or information required by Item 302 (to the extent not so provided in SEC filings) or 402 of Regulation S-K under the Securities Act and any other information that would be required by Part III of Form 10-K (except to the extent previously filed with the SEC), (vii) information regarding affiliate transactions that may exist following consummation of the Offer or the Merger, (viii) obtain customary payoff letters information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments (excluding information that is historical financial information of the Company and instruments is derivable without undue effort or expense by the Company from the books and records of discharge the Company or any of its subsidiaries), (ix) information necessary for the preparation of any projected or forward- looking financial statements or other information that is not derivable without undue effort or expense by the Company from the books and records of the Company or any of its Subsidiaries or (x) in the case of any Rule 144A or private placement of debt, any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield debt securities under Rule 144A (for life) promulgated under the Securities Act (“Excluded Information”). (c) Notwithstanding anything herein to the contrary, (i) such requested cooperation shall (A) not materially disrupt or interfere with the business or the operations of the Company or its Subsidiaries or (B) not be reasonably expected to cause competitive harm to the Company or its Subsidiaries, (ii) nothing in this Section 7.13 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, (B) reasonably be expected to conflict with, or violate, the Company’s and/or any of its Subsidiaries’ organizational documents or any applicable Law or Order, 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 (solely to the extent the applicable provision was not entered into in contemplation hereof), (C) cause any condition to the Offer or the Closing set forth in Annex C or Article VIII to not be satisfied or (D) cause any breach of this Agreement or cause any representation or warranty in this Agreement 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 foregoingbreached or become inaccurate, (1iii) neither the Company nor any of its Subsidiaries 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 Debt Financings contemplated by the Debt Commitment Letter, the Debt Financing Documents or the Debt 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 Debt Commitment Letter, the Debt Financing Documents, the Debt Financing or any information utilized in connection therewith prior to the Closing for which it is not promptly reimbursed, (B) deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where the Company determines in good faith (after consultation with counsel) that such access or disclosure would result in the loss of attorney-client privilege or (D) waive or amend any terms of this Agreement or any other liability contract to which the Company or obligation its Subsidiaries is party, and (iv) none of the Company’s 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 Debt Financing Document or other agreements, pledge or security documents, with respect to the Debt Financing (other than customary representation letters required in connection with the provision of any “comfort letters” in accordance with Section 7.13(a)(ii) above or customary authorization letters with respect to bank information memoranda in accordance with Section 67 7.13(a)(iv)) that is not contingent upon the occurrence of the Effective Time that would be effective prior to the Effective Time and the directors and managers of the Company shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained unless Parent shall have determined that such directors and managers are to remain as directors and managers of the Company on and after the Effective Time and such resolutions are contingent upon the occurrence of, or only effective as of, the Effective Time. To the extent that this Section 7.13 requires the Company’s cooperation with respect to any of obligations under the Debt Commitment Letter or relating to the Debt Financing, the Company shall be deemed to have complied with this Section 7.13 for purposes of Article VIII of this Agreement if the Company shall have provided Parent with the assistance required under this Section 7.13 with respect to the Debt Commitment Letter and the Debt Financing. The Company hereby consents to the use of its logos in connection with the Debt Financing, so long such logos (2i) none are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company and/or its Subsidiaries and (ii) are used solely in connection with a description of the Company, its Subsidiaries the Offer or their respective officers, directors the Merger (including in connection with any Debt Materials or employees shall be required to execute or enter into or perform any agreement with respect other marketing materials related to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Financing). (other than authorization letters contemplated by clause d) Parent (viii) of this Section 6.03 and for the avoidance of doubtshall promptly, 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees, costs and expenses (including (A) reasonable outside attorneys’ feesfees and (B) fees and expenses of the Company’s accounting firms engaged to assist in connection with the Debt Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) to the extent incurred by the Company or Company, any of its Subsidiaries subsidiaries or their respective directors, officers, employees, accountants, consultants, legal counsel, agents, investment bankers and other representatives in satisfying connection with the cooperation of the Company and its obligations under subsidiaries contemplated by this Section 6.03. Parent7.13 and (ii) shall indemnify, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, indemnify defend and hold harmless the Company and its Subsidiaries and their respective Representatives directors, officers, employees, accountants, consultants, legal counsel, agents, investment bankers and other representatives from and against any and all liabilities, losses, damages, claims, damages, liabilities, costs, reasonable attorneys’ feesexpenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments awards, judgments and other charges paid penalties suffered or payable incurred by them in connection with arrangement of the Debt Financing and the performance of their respective obligations under this Section 7.13 except to the extent resulting from the gross negligence, bad faith, fraud or willful misconduct of Company or any of its Subsidiaries or representatives. (e) For the avoidance of doubt, Parent acknowledges and agrees that the provisions contained in this Section 7.13 and Section 7.16 represent the sole obligation of the Company, its Subsidiaries and their Affiliates and their respective Representatives with respect of any thereof) suffered or incurred to cooperation in connection with the Debt Financing, and no other provision of this Agreement (including the Annexes and Schedules hereto) shall be deemed to expand or modify such obligations. Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any financing or other securities offering of Parent and/or its Subsidiaries or the covenants required to be performed by it under this Section 7.13 shall not be considered in determining the satisfaction of the condition set forth in clause (b) of Annex C unless such breach is a Willful Breach and is a direct cause of any assistance or activities provided in connection therewithDebt Financing not being obtained. Section 7.14.

Financing Assistance. (a) Prior to the Closing, Seller and the Company shallProjectCos shall use Commercially Reasonable Efforts to provide, and shall to cause its Subsidiaries totheir respective representatives to provide, at the sole expense of Parent, use its and their commercially such reasonable cooperation with Buyer’s efforts to provide obtain tax equity financing, the proceeds of which tax equity financing, or a portion thereof, will be used by Buyer to fund all or a portion of the Adjusted Purchase Price payable on the Closing Date (the “Financing”) including: (i) furnishing to representatives of the providers or sources of the Financing such cooperation information, books and records, other documentation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company Buyer and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior providing reasonable access 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: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt FinancingProjects, (ii) cooperate with making Seller, the marketing efforts of Parent and the Financing Sources, including participating in ProjectCos or their respective representatives available on reasonable advance notice for a reasonable number of meetings, due diligence sessions meetings (telephonically or otherwise) with rating agencies 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 providers or sources 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 SubsidiariesFinancing, in each case, as may at times and locations to be reasonably requested by Parent, or as may be requested mutually agreed by the SEC Parties and (iii) reasonably assisting Buyer in the preparation of (A) any information memoranda and other marketing documents in connection with the completion Financing and (B) rating agency presentations, in each case, to the extent customary for tax equity transactions of the financingtype specified in the documentation evidencing the terms of such Financing. (b) The Buyer shall use all commercially reasonable efforts to close the Financing prior to December 31, 2018; provided, however, if such Financing is not achieved by such date, Buyer shall continue to use all commercially reasonable efforts to close the Financing by the Long Stop Date. (vc) obtain Seller shall not be required to incur any necessary consents from the Company’s independent public accounting firm liabilities in connection with any filings with the SEC, (vi) obtain customary financing accountants’ comfort letters and 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 this Section 5.14 to the Financing Sources authorizing the distribution parties or, except for Buyer pursuant to this Agreement, any other Person. Seller’s provision of information and limited access to prospective lenders the Financing parties shall in no way change, alter or investors and (viii) obtain customary payoff letters and instruments of discharge negate, or be deemed to be delivered at Closing to allow for the payoffchange, discharge and termination in full on the Closing Date alter or negate, Sections 4.9, 9.3 or any 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, (2) none of the Company, 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 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 clause (vii) provisions of this Section 6.03 and for the avoidance Agreement or create any cause of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Company and its Subsidiaries as may be required action by the Financing Sources parties, rating agencies or, except for Buyer pursuant to the Debt Commitment Letter atthis Agreement, or as of, the Closing)any other Person, and (3) nothing shall obligate the Company any information, data or any of its Subsidiaries statements provided pursuant 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. Parent5.14 shall be deemed provided on an “AS IS, Merger Sub 1 and Merger Sub 2 shallWHERE IS, on a joint and several basisWITH ALL FAULTS” BASIS, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all lossesAND SELLER MAKES NO (AND EXPRESSLY DISCLAIMS ANY) REPRESENTATION OR WARRANTY, claimsEXPRESSED, damagesIMPLIED OR STATUTORY, liabilitiesREGARDING THE INFORMATION, costs, reasonable 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 any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewithDATA OR STATEMENTS PROVIDED BY SELLER OR ITS PERSONNEL PURSUANT TO THIS SECTION 5.14.

Financing Assistance. (a) Prior to the Closing, the Company shallshall provide, and shall cause its Company Subsidiaries toto provide, at the sole expense of Parent, and shall use its and their commercially reasonable best efforts to provide cause their respective Representatives to provide, such cooperation in connection with the arrangement of the Financing (or any alternative financing sought or obtained by Parent and Merger Sub in accordance with the terms hereof) as may be reasonably requested by Parent or Merger Sub, including using their respective reasonable best efforts to (i) furnish Parent, Merger Sub and their Financing Sources with (A) the financial statements of the Company and its Subsidiaries identified in Paragraph 10 of Exhibit C of the Debt Commitment Letter and the SBLC Commitment Letter as of the date hereof, and (B) to the extent requested by Parent, all other information and data related to the Company and its Subsidiaries necessary for Parent or Merger Sub, as applicable, to satisfy the conditions set forth in Paragraph 11 of Exhibit C of the Debt Commitment Letter and the SBLC Commitment Letter as of the date hereof (subject to the immediately following proviso, the foregoing clauses (A) and (B) together, the “Required Financial Information”) and (C) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent that is customarily needed for financings of the type contemplated by the Commitment Letters; provided, that the Company and the Company Subsidiaries shall have no obligation to prepare or to provide any adjustments, assumptions, estimates, projections or other information in connection with the arrangement preparation of the pro forma financial statements requested by the Debt Commitment Letter; (ii) participate and direct senior management and representatives of the Company to participate, in each case at mutually agreeable times and places and with reasonable advance notice, in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with the Financing; (iii) assist, as reasonably requested by Parent, Parent and Merger Sub and the Financing Sources in the preparation of (A) any offering documents, prospectuses, private placement memoranda, bank information memoranda (including the delivery of customary authorization and representation letters in connection therewith) and similar documents, including participating in drafting sessions, and (B) materials for rating agency presentations; (iv) use commercially reasonable efforts to cause their accountants to provide reasonable assistance in connection with the Financing, including using commercially reasonable efforts to cause their accountants to consent to the use of their reports in any offering documents, prospectuses, private placement memoranda, bank information memoranda and similar documents as well as render customary “comfort letters” (including customary “negative assurance” comfort and change period comfort) with respect to financial information of the Company and Company Subsidiaries contained in any materials related to the Financing; (v) facilitate the pledging of collateral, including assisting with the execution, preparation and delivery of original stock certificates of the Company and Company Subsidiaries that are required to be pledged pursuant to any Commitment Letter and original stock or equivalent powers related thereto to the Debt Financing Sources (provided or any sources providing alternative debt financing pursuant to the terms hereof) (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date; provided, that any such pledges shall be authorized and become effective only at, or as of, the Closing, and no delivery of any such original stock or equivalent certificates and original stock or equivalent powers shall be made until release by the Company only at, or as of, the Closing; (vi) obtain surveys and title insurance at the expense of and as reasonably requested cooperation does not by Parent; (vii) obtain customary payoff letters (subject to and conditioned upon, or to be executed upon, the Closing) relating to the repayment of any existing third party indebtedness for borrowed money requested by Parent to be repaid on or coincidental with the Closing and upon repayment of such indebtedness termination of any related Liens securing any such obligations to be repaid; (viii) provide all documentation and other information with respect to the Company and Company Subsidiaries at least three (3) days prior to the Closing Date as shall have been reasonably requested in writing by Parent at least ten (10) days prior to the Closing Date that Parent reasonably determines is required by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (ix) deliver a certificate of the Chief Financial Officer of the Company with respect to solvency matters substantially in the form attached as Exhibit D to the Debt Commitment Letter and the SBLC Commitment Letter as of the date hereof; and (x) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent or Merger Sub. (b) Notwithstanding the foregoing Section 5.13(a) or anything in this Agreement to the contrary, (i) neither the Company nor any of the Company Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that would unreasonably interfere with the ongoing operations of the Company and its Company Subsidiaries). Without limiting the generality of the foregoing sentence, ; (ii) prior to the ClosingEffective Time, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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 the Company Subsidiaries shall be required to waive or amend any terms of this Agreement or pay any commitment or other similar fee or incur prior to the Closing or assume any other liability or obligation in connection with the Debt Financingfinancings contemplated by the Commitment Letters; (iii) prior to the Effective Time, (2) none of the Company, its Company Subsidiaries or their respective officers, directors or employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) with respect to the Debt Financing; (iv) neither the Company nor any of the Company Subsidiaries shall be required to take or permit the taking of any action that would (A) contravene any applicable Law or the Company’s or any Company Subsidiary’s organizational documents or require the Company or any of the Company Subsidiaries to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege), (B) cause any covenant, representation or warranty in this Agreement to be breached by the Company or any of the Company Subsidiaries or (C) cause any director, officer or employee or stockholder of the Company or any of the Company Subsidiaries to incur or potentially incur any personal liability; (v) neither the Company nor any of the Company Subsidiaries shall be required to deliver or cause to be delivered any financial information in a form not customarily prepared by the Company or with respect to a month or fiscal period that has not yet ended or has ended less than 45 days prior to the date of such request (or 90 days in the case of a fiscal year-end); and (vi) neither the Company nor any Company Subsidiary nor any Persons who are directors or officers of the Company or any Company Subsidiary shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or deliver any certificate, document, instrument or agreement in connection with the Financing that is not contingent upon effective prior to the Closing occurring or agree to any change or modification of any existing certificate, document, instrument or agreement in connection with the Financing that would be is effective prior to the Closing (other than authorization letters contemplated by clause (vii) of provided, that in no event shall this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) nothing shall obligate 5.13 require the Company or any of the Company Subsidiaries to cause any officer or director of the Company or any Company Subsidiary that is not continuing in such capacity after the Closing to execute any certificate, document, instrument or agreement). The Company hereby consents to the use of its and Company Subsidiaries’ logos in connection with the Financing (or any alternative financing source obtained in accordance with the terms hereof); provided, that such logos are used solely in a customary manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries to provide, or cause to be provided, any legal opinion by its counsel, the reputation 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 violation goodwill of Applicable Law or loss of any privilege. Parent shall, 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 6.03. Parent, Merger Sub 1 the Company Subsidiaries. (c) Holdings and Merger Sub 2 shall, on a joint and several basis, Parent shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, damages, liabilities, costs, reasonable attorneys’ feesexpenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments awards, judgments and other charges paid penalties, actually suffered or payable incurred by them in connection with the arrangement of the Financing and the performance of their obligations in accordance with this Section 5.13 and any information utilized in connection therewith (other than historical information related to the Company or Company Subsidiaries provided by or on behalf of the Company or Company Subsidiaries in respect of any thereof) suffered or incurred writing specifically for use in connection with any financing or other securities offering the Financing). Holdings and Parent shall, promptly upon request of Parent and/or its the Company, reimburse the Company and Company Subsidiaries for all out-of-pocket costs and expenses incurred by the Company or any assistance or activities provided of the Company Subsidiaries (including their respective Representatives) in connection therewithwith the cooperation required by this Section 5.13.

Financing Assistance. (a) Prior to the Closing, the Company shallshall provide, and shall cause its Subsidiaries toto use their respective reasonable best efforts to provide, at the sole expense of Parent, and shall use its reasonable best efforts to cause its and their commercially reasonable efforts officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide provide, such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (or any alternative financing sought or obtained by Parent and Merger Sub in accordance with the terms hereof) as may be reasonably requested by Parent or Merger Sub, including using their respective reasonable best efforts to (i) furnish Parent, Merger Sub and their financing sources with (A) the financial statements of the Company and its Subsidiaries identified in Paragraph 4 of Exhibit B of the Debt Commitment Letter as of the date hereof (or any substantially similar financial statements identified in any debt commitment letter with an alternative financing source obtained in accordance with the terms hereof), (B) the pro forma financial statements identified in Paragraph 5 of Exhibit B of the Debt Commitment Letter as of the date hereof (or any substantially similar pro forma financial statements identified in any debt commitment letter with an alternative financing source obtained in accordance with the terms hereof) (subject to the immediately following proviso, clauses (A) and (B), together, the “Required Financial Information”); provided that with respect to the pro forma financial statements described in clause (B) above, such pro forma financial statements shall not be considered part of the Required Financial Information unless the Company shall have been furnished all information relating to (x) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, fees and expenses relating to the incurrence of such debt or equity financing, for the transactions contemplated hereby, (y) the assumed pro forma capitalization of the Company after giving effect to the Closing, the Financing and the refinancing or repayment of any Indebtedness of the Company and its Subsidiaries in connection therewith and (z) the assumed cost savings, synergies and similar adjustments (if any) for the transactions contemplated hereby (clauses (x), (y) and (z), collectively, the “Pro Forma Inputs”) on or prior to the fifth (5) Business Day after Parent has received a copy of the Company’s audited financial statements for the year ended January 31, 2014, and (C) such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent that is customarily needed for financings of the type contemplated by the Debt Commitment Letter (or any substantially similar financial and other pertinent information identified in any debt commitment letter with an alternative financing source obtained in accordance with the terms hereof); provided that the Company and the Company’s Subsidiaries shall have no obligation to prepare or to provide any adjustments, assumptions, estimates, projections or other information in connection with the potential purchase price accounting treatment of the Merger in connection with the preparation of the pro forma financial statements described in clause (B) above; (ii) participate and direct senior management, representatives and advisors of the Company to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such debt financing; (iii) assist Parent and Merger Sub and their financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including the delivery of customary authorization and representation letters as contemplated by the Debt Commitment Letter as of the date hereof (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof)) and similar documents and (B) materials for rating agency presentations; (iv) cooperate with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing; (v) use reasonable best efforts to cause accountants to consent to the use of their reports in obtaining corporate and facilities ratings for such debt financing, (vi) facilitate the pledging of collateral, including assisting with the execution, preparation and delivery of original stock certificates of the Company and its Subsidiaries that are required to be pledged pursuant to the Debt Commitment Letter and original stock powers related thereto to the Debt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof) (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date; provided that any such pledges shall be authorized and become effective only at, or as of, the Closing, and the delivery of any such original stock certificates and original stock powers shall be delivered in escrow pending release by the Company only at, or as of, the Closing; (vii) obtain surveys and title insurance at the expense of and as reasonably requested by Parent; (viii) obtain customary payoff letters relating to the repayment of any existing third party senior indebtedness for borrowed money required by the Debt Financing Sources to be repaid on or coincidental with the Closing and upon repayment of such indebtedness termination of any related Liens securing any such obligations to be repaid; (ix) ensuring that there are no competing issues of debt securities or syndicated credit facilities of the Company and its Subsidiaries being offered or arrangement between the execution of this Agreement and the Effective Time as required by the Debt Commitment Letter; (x) provide all documentation and other information with respect to the Company and its Subsidiaries at least six (6) Business Days prior to the Closing Date as shall have been reasonably requested in writing by Parent at least ten (10) days prior to the Closing Date that is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (xi) deliver a certificate of the Chief Financial Officer of the Company with respect to solvency matters substantially in the form attached as Annex I to Exhibit B to the Debt Commitment Letter as of the date hereof; (xii) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries; (xiii) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent; (xiv) using reasonable best efforts to take such specific actions as Parent may reasonably request in writing in connection with Parent’s obligations under the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof) to ensure that the Debt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof) benefit materially from existing lender relationships of the Company and its Subsidiaries; and (xv) if, in connection with a marketing effort contemplated by the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof), Parent or Merger Sub reasonably requests the Company to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company or any of its Subsidiaries, which Parent or Merger Sub reasonably determines to include in a customary confidential information memorandum for, or other marketing materials related to, the Debt Financing, then the Company shall file a Current Report on Form 8-K containing such material non-public information. Notwithstanding the foregoing, (x) such requested cooperation does shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, (y) prior to the ClosingEffective Time, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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 or assume any other liability or obligation in connection with the financings contemplated by the Debt FinancingCommitment Letter and (z) prior to the Effective Time, (2) none of the Company, its Subsidiaries or and their respective officers, directors or directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) with respect to the Debt Financing financing contemplated by the Commitment Letters that is not contingent upon the Closing occurring or that would be effective prior to the Closing Effective Time unless such officers or directors will continue in such positions or in similar positions after the Effective Time and, in each case, such documents shall not become effective until the Effective Time or thereafter (other than authorization letters contemplated by clause (vii) of this Section 6.03 and for the avoidance of doubt, the boards general partner, board of directors directors, managing member, or other equivalent governing bodies body(ies) of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources lenders pursuant to the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof), in the case of the Surviving Corporation and its Subsidiaries to be effective only at, or as of, the Closing). Notwithstanding anything in this Agreement to the contrary, without limiting the Company’s cooperation obligations under this Section 7.12 with respect to any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof, if (x) Parent seeks to obtain any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof, (y) the cooperation required to be provided pursuant to this Section 7.12 in connection with such alternative debt commitment letter with an alternative financing source is materially more onerous to the Company than what is required to be provided pursuant to this Section 7.12 with respect to the Debt Commitment Letter in effect on the date hereof and without giving effect to any alternative debt commitment Letter or the Debt Financing contemplated thereunder (to the extent materially more onerous, the “Incremental Debt Financing Cooperation”) and (z) the Company fails to provide any portion of such Incremental Debt Financing Cooperation, then such failure to provide such Incremental Debt Financing Cooperation shall not be deemed to be a breach of this Section 7.12 for purposes of Article VIII of this Agreement. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the debt financing contemplated by the Debt Commitment Letter (or any alternative debt commitment letter with an alternative financing source obtained in accordance with the terms hereof); provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. (b) None of the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any out-of-pocket cost or expense (except to the extent such Person is promptly reimbursed) or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the financing contemplated by the Commitment Letters or their performance of their respective obligations under this Section 7.12 and any information utilized in connection therewith, in each case prior to the Effective Time. If this Agreement is terminated for any reason (such that the Closing does not occur), (i) Parent shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives from 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 contemplated by the Debt Commitment Letter and the performance of their respective obligations in accordance with this Section 7.12, and any information utilized in connection therewith (other than historical information related to the Company or its Subsidiaries provided by or on behalf of the Company or its Subsidiaries in writing specifically for use in connection with the Debt Financing offering documents), and (3ii) 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by of the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any its Subsidiaries (including those of its Subsidiaries accountants, consultants, legal counsel, agents and other Representatives) in satisfying its obligations under connection with the cooperation required by this Section 6.037.12. ParentFor the avoidance of doubt, Merger Sub 1 the parties hereto acknowledge and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless agree that the provisions contained in this Section 7.12 represent the sole obligation of the Company and its Subsidiaries and its and their respective Representatives from and against any and all lossesofficers, claimsdirectors, damagesemployees, liabilitiesaccountants, costsconsultants, reasonable attorneys’ feeslegal counsel, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments agents and other charges paid or payable Representatives with respect to cooperation in connection with or in respect the arrangement of any thereof) 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 therewiththe Debt Financing.

Financing Assistance. Prior Purchaser intends to pay the Closing Purchase Price and positive adjustments thereto, if any, payable in accordance with Section 2.9 from available liquid funds; provided, however, that Purchaser shall have the option to finance the Closing Purchase Price and positive adjustments thereto by entering into any finance arrangements prior to the ClosingClosing Date in order to optimize its capital structure. In the period between the date hereof and the Closing Date, the Company Seller shall, and shall cause its Subsidiaries to, at the sole expense of ParentPurchaser, use reasonable best efforts to, and shall use reasonable best efforts to cause the other Seller Entities, the Purchased Controlled Companies and its and their commercially reasonable efforts to respective, officers, directors and employees to, provide such cooperation with Purchaser as may be reasonably requested required by Parent Purchaser and that is necessary and customary to support Purchaser’s financing for the Closing Purchase Price, positive adjustments thereto and replacements of such financing by the entering into customary finance arrangements (including, but not limited to, loans and bond issuances). Such cooperation shall, in connection with the arrangement particular, consist of the Debt Financing following obligations: (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company a) using reasonable best efforts to furnish, or cause third parties to furnish, Purchaser and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) as promptly as reasonably practicable provide information (financing sources with historical 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 pertinent business 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 personnelother pertinent information, documents and information relating to materials (including financial statements and related audit reports) regarding the Company Purchased Companies, the Purchased Assets and its Subsidiaries, in each casethe other assets of the Purchased Controlled Companies, as may be reasonably requested by ParentPurchaser to the extent that such information is required in connection with such alternative financing; provided that (A) Seller, or as the other Seller Entities and the Purchased Controlled Companies shall only be obligated to deliver such information to the extent such information may be requested obtained from the Books and Records of Seller and the Business and (B) Seller, the other Seller Entities and the Purchased Controlled Companies shall not be obligated to furnish any Excluded Information; (b) (i) solely with respect to financial information and data derived from the Business’s historical Books and Records, assist Purchaser in connection with Purchaser’s preparation of customary pro forma financial statements, only to the extent reasonably required for any alternative financings of such type, it being agreed that information and assistance will not be required relating to (1) 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, (2) 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 such financing or (3) any financial information related to Purchaser or any of its Affiliates or any adjustments that are not directly related to the acquisition of the Business by Purchaser, (ii) solely with respect to the SEC Business Financial Statements and financial information and data derived from the Business’s historical Books and Records, to the extent reasonably expected to be used in connection with the completion alternative financing, reasonably cooperating with the commencement of the preparation of a reconciliation of certain line items in the required financial statements to reflect the material differences between GAAP and International Financial Reporting Standards, (iii) if requested and on reasonable notice, causing members of management of the Business to participate in one virtual lender meeting, and otherwise, a reasonable number of meetings, drafting sessions, lender presentations, road shows, sessions with prospective lenders and investors, due diligence sessions and sessions with rating agencies in connection with available financing sources’ due diligence, to the extent customary, in each case, at reasonable times and, if applicable, at locations to be mutually agreed, (iv) reasonably assisting Purchaser in its preparation of (A) any offering documents, syndication documents and materials, private placement memoranda, offering memoranda, lender and investor presentations, bank information memoranda (including the delivery of customary representation letters as contemplated by any available financing) and similar documents and (B) materials for rating agency presentations; provided that, in each case of clauses (A) and (B), any such materials and documentation that includes disclosure and financial statements with respect to the Business shall only reflect Purchaser as the obligor(s) and no such materials or documentation shall be issued by Seller, its Affiliates or the Purchased Controlled Companies, (v) obtain any necessary consents from using reasonable best efforts to facilitate the Company’s independent public accounting firm in connection with any filings with the SECobtaining of (A) customary comfort letters, (vi) obtain customary financing accountants’ comfort authorization letters and consents of accountants and auditors with respect to financial statements and other financial information for use Seller and any of their reports its Subsidiaries for inclusion in any materials relating offering memorandum or other marketing documents or offering materials, (B) customary pay-off letters and customary lien terminations with respect to indebtedness of the financing Purchased Entities and the Seller Entities that is being paid off in connection with Closing and (C) any filings approvals reasonably required to be made by Parent pursuant to of the 1933 Act or works councils (and similar administrative bodies) of 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 Seller and its Subsidiaries and (viii) obtain customary payoff letters providing information regarding the Seller and instruments of discharge its Subsidiaries reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, to be delivered the extent requested in writing by Purchaser at Closing least five (5) Business Days prior to allow for the payoff, discharge and termination in full on the Closing Date of the Credit AgreementDate. Notwithstanding anything to the foregoingcontrary in this Section 5.16, nothing will require Seller, the other Seller Entities or the Purchased Controlled Companies to provide (or be deemed to require Seller, the other Seller Entities or the Purchased Controlled Companies to prepare) any (1) neither pro forma financial statements, (2) description of all or any portion of any alternative financing and other information customarily provided by financing sources or their counsel, (3) risk factors relating to all or any component of any alternative financing or (4) “segment” financial information (“Excluded Information”). (c) Notwithstanding anything herein to the Company nor contrary, (i) such requested cooperation shall not (A) unreasonably disrupt or interfere with the business or the operations of Seller, its Affiliates or the Purchased Controlled Companies, including the Business, or (B) cause significant competitive harm to Seller, its Affiliates or the Purchased Controlled Companies, including the Business, if the transactions contemplated by this Agreement are not consummated, (ii) nothing in this Section 5.16 shall require cooperation to the extent that it would (A) subject any of Seller’s, its Affiliates’ or the Purchased Controlled Companies’ respective directors, managers, officers or employees to any actual or potential personal Liability, (B) reasonably be expected to conflict with, or violate, the Seller’s, its Affiliates’ or the Purchased Controlled Companies’ organization documents or any applicable Law or Judgment, or result in the contravention of, or violation or breach of, or default under, any Contract to which Seller, any of its Subsidiaries Affiliates or any of the Purchased Controlled Companies is a party, (C) cause any condition to the Closing set forth in Section 7.1, Section 7.2 or Section 7.3 to not be satisfied or (D) cause any material breach of this Agreement, (iii) none of Seller, any of its Affiliates or any of the Purchased Controlled Companies shall be required to (A) pay any commitment or other similar fee or incur prior to the Closing or assume any Liability or other liability or obligation in connection with the Debt Financingany alternative 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 any alternative financing or any information utilized in connection therewith, (2B) 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 applicable Law or Contract or is otherwise subject to the Access Limitations or other limitations contained in Section 5.4(b) or (D) waive or amend any terms of this Agreement or any other Contract to which Seller, any of its Affiliates or any Purchased Company is party, (iv) none of Seller or any of its Affiliates, other than the Purchased Controlled 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, including any definitive agreement with respect to any alternative financing or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which any alternative financing is obtained, and (v) none of the Company, its Subsidiaries Purchased Controlled Companies or their respective officersdirectors, directors officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument (including pledging of any collateral), with respect to the Debt Financing any alternative 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 this Section 6.03 Date and for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf and managers of the Company and its Subsidiaries as may Purchased Controlled Companies shall not be required by to adopt resolutions approving the Financing Sources agreements, documents and instruments pursuant to which an alternative financing is obtained unless Purchaser shall have determined that such directors and managers are to remain as directors and managers of the Debt Commitment Letter atPurchased Controlled Companies on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the Closing). (d) The Seller, the Seller Entities and (3) nothing the Purchased Controlled Companies shall obligate the Company or have no Liability whatsoever to Purchaser in respect of 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 financial information or take, data or cause other information provided pursuant to be taken, any action to the extent it would result in a violation of Applicable Law or loss of any privilege. Parent shall, 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 6.035.16. ParentPurchaser shall indemnify, Merger Sub 1 and Merger Sub 2 shall, on a joint and several basis, indemnify defend and hold harmless each of Seller, its Affiliates, the Company and its Subsidiaries Purchased Controlled Companies, 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) Liabilities suffered or incurred by them in connection with any alternative financing or other securities offering and the performance of Parent and/or its Subsidiaries or their respective obligations under this Section 5.16 and the provision of any assistance or activities provided information utilized in connection therewith. Purchaser shall, promptly upon request of Seller, reimburse Seller, its Affiliates and the Purchased Controlled Companies for all out-of-pocket fees, costs and expenses (including (i) reasonable and documented outside attorneys’ fees and (ii) fees and expenses of the Seller’s, its Affiliates’ and the Purchased Controlled Companies’ accounting firms engaged to assist in connection with such alternative financing or the repayment of the Funded Debt, including participating in any meetings) to the extent incurred by Seller, its Affiliates or the Purchased Controlled Companies (including those of their respective Representatives) in connection with the cooperation required by this Section 5.16. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.16 represent the sole obligation of Seller, its Affiliates, the Purchased Companies and their respective Representatives with respect to cooperation in connection with the arrangement of any alternative financing and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. Seller shall be deemed to have complied with this Section 5.16 for the purpose of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, unless (i) Seller has materially breached its obligations under this Section 5.16, (ii) Purchaser has notified Seller of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this Section 5.16 in order to cure such breach, (iii) Seller has not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the Closing Date to consummate the alternative financing and (iv) the alternative financing has not been consummated prior to the Closing Date and the material breach by the Seller is the cause of such failure.

Financing Assistance. Prior Subject to the Closingterms of Section 7.11 and this Section 7.12, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use reasonable best efforts to cause its and their commercially reasonable efforts officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to provide such cooperation as may be reasonably requested by Parent cooperate in connection with the arrangement of the debt financing contemplated by the Debt Financing (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 foregoing sentence, prior 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: (i) as promptly as reasonably practicable provide information (financial Commitment Letter 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 any alternative debt financing for the completion of such financing) to the extent reasonably requested transactions contemplated by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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, this Agreement as may be reasonably requested by Parent, including (i) participation in meetings, presentations, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such debt financing; (ii) furnishing Parent and its financing sources with the financial statements of the Company and its Subsidiaries identified in Section 12 of Exhibit D of the Debt Commitment Letter (excluding any Pro Forma Financial Information) (the “Required Financial Information”) and interim financial statements for any month or as may be requested by quarter after the SEC date of this Agreement; (iii) assisting Parent and Merger Sub and their financing sources in the preparation of (A) any Debt Offering Documents and (B) materials for rating agency presentations; (iv) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing, including presentations and road shows to and with, among others, prospective lenders, investors and ratings agencies; (v) reasonably facilitating the pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts in connection with 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, foregoing; (vi) using commercially reasonable efforts to obtain customary financing accountants’ comfort letters and consents with respect to financial information derived from the financial statements of accountants for use of their reports in any materials relating the Company; (vii) providing such customary information (including all customary financial information related to the financing Company and/or its Subsidiaries and/or any Acquisition Target reasonably required by Parent), documents, cooperation and assistance as Parent shall reasonably request with respect to Parent’s preparation of any Debt Offering Documents and Pro Forma Financial Information and otherwise in connection with obtaining the Debt Financing (which, for the avoidance of doubt, does not include any filings required to be made by Parent pursuant to the 1933 Act certificate or the 1934 Act (including the Registration Statementother representation regarding solvency or similar matters), (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 requesting customary payoff letters letters, Lien terminations and instruments of discharge to be delivered at the Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness and Liens under the Credit Agreementexisting credit agreements to which the Company and its Subsidiaries are parties, and furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Closing Date, with all documentation and other information required by any Governmental Body with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended); and (ix) at Parent’s request and direction, using commercially reasonable efforts to ensure that any efforts to syndicate the Debt Financing benefit from the Company’s existing lending and investment banking relationships. Parent and Merger Sub acknowledge and agree that they are responsible for the preparation and content of Debt Offering Documents and the Pro Forma Financial Information and the Company and its Subsidiaries will not have any Liability in respect thereof. Notwithstanding the foregoing, (1x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (y) 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 financings contemplated by the Debt FinancingCommitment Letter prior to the Effective Time. Parent shall, (2) none at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company and its Subsidiaries for all reasonable out of pocket costs incurred by the Company or its Subsidiaries in connection with the cooperation required by this Section 7.12, including in connection with the preparation of the Debt Offering Documents and the Pro Forma Financial Information. Parent shall indemnify and hold harmless the Company, its Subsidiaries or and their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing (other than authorization letters contemplated by clause (vii) of this Section 6.03 and for the avoidance of doubtdirectors, the boards of directors or other equivalent governing bodies of Parentemployees, Merger Sub 1accountants, Merger Sub 2consultants, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable agents 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 6.03. 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 other representatives from and against any and all liabilities, losses, damages, claims, damages, liabilities, costs, reasonable attorneys’ feesexpenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments awards, judgments and other charges paid penalties suffered or payable incurred by them in connection with or the arrangement of the debt financing contemplated by the Debt Commitment Letter and the performance of their respective obligations under this Section 7.12 and any information utilized in respect connection therewith. The Company hereby consents to the use of any thereof) suffered or incurred its and its Subsidiary’s logos in connection with any 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 its Subsidiaries. All non-public or other securities offering confidential information provided by the Company pursuant to this Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to potential sources of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewithcapital and to rating agencies and prospective lenders and investors during syndication of the debt financing subject to the potential sources of capital, prospective lenders and investors entering into customary confidentiality undertakings with respect to such information, with the Company being a beneficiary of such confidentiality undertakings.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall use reasonable best efforts to cause its each of the Company 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 Holdco in connection with the arrangement of the Debt Financing, or if applicable, the Alternative Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its the Company Subsidiaries). Without limiting the generality of the foregoing sentence, prior including using reasonable best efforts 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: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating furnish to Company to Holdco and Merger Sub and the Financing Sources all Required Information, (including information to be used ii) participate in a reasonable and limited number of meetings, presentations and due diligence sessions with the preparation of an information package regarding Financing Sources and cooperate reasonably with the businessFinancing Sources’ due diligence, 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 prepare customary offering or information documents to be used and reasonable for the completion of the Debt Financing, (iiiii) cooperate to the extent customary and in accordance with Applicable Law, facilitate the marketing efforts providing of Parent guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the Financing Sourcespreparation of, and executing and delivery at the Closing, any definitive documents for the Debt Financing, including participating in a reasonable number of meetingsany credit agreements, due diligence sessions indentures, notes, security documents, guarantees, mortgages, certificates, and road showsother definitive agreements, at times and at locations reasonably acceptable documents or instruments related to the CompanyDebt Financing, (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 if applicable 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 ParentHoldco, or as may provided that no such definitive documents in this clause (iii) shall be requested by effective until the SEC in connection with the completion of the financingEffective Time, (viv) 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 consents of accountants arrange 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 letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to allow for the payoffall Indebtedness to be paid off, discharge discharged and termination in full terminated on the Closing Date Date, and (v) furnish all documentation and other information required by Governmental Entities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Debt Financing, including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to the terms of the Credit Confidentiality Agreement. Notwithstanding the foregoing, (1) neither Neither the Company nor any of its Subsidiaries shall be required required, under the provisions of this Section 8.18 or otherwise in connection with any Debt Financing, (x) to pay any commitment or other similar fee or incur prior to the Closing any other liability or obligation in connection with the Debt FinancingEffective Time, (2y) none of the Companyto incur any expense unless such expense is reimbursed by Holdco promptly after incurrence thereof, its Subsidiaries or their respective officers(z) to take, directors or employees shall be required commit to execute or enter into or perform taking, any agreement with respect to the Debt Financing action that is not contingent upon the Closing occurring or that would be effective subject it to actual or potential liability prior to the Closing (other than authorization letters contemplated by clause (vii) Effective Time. Holdco shall promptly, upon the termination of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the CompanyAgreement, 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 connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.03. Parent, Merger Sub 1 8.18 and Merger Sub 2 shall, on a joint and several basis, shall indemnify and hold harmless the Company, 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 settlement (including all interest, assessments and other charges paid liabilities or payable 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 respect connection therewith, except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, the Company Subsidiaries or any thereofof their respective Representatives. Table of Contents (b) suffered Holdco and Merger Sub acknowledge and agree that the Company and the Company Subsidiaries and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any Debt Financing or incurred Alternative Debt Financing that Holdco and Merger Sub may raise in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewiththe transactions contemplated hereby.

Financing Assistance. (a) Prior to the Closing, the Company shallagrees to use reasonable best efforts to provide, and shall use reasonable best efforts to cause its the Company’s Subsidiaries to, at the sole expense of Parent, use and its and their commercially reasonable efforts officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives to provide provide, such cooperation in connection with the Debt Financing as may be reasonably requested by Parent Buyer, including using their respective reasonable best efforts to: (i) promptly furnish Buyer and its financing sources with (A) (1) audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and income statements and statements of stockholders’ equity and cash flows for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and an unqualified audit report relating thereto and (2) unaudited consolidated financial statements of the Company consisting of balance sheets and income statements and statements of cash flows as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, or, in the case of the statement of cash flows, for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the last day of the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter-end that is also a fiscal year-end (collectively, the information described in this clause (i)(A), the “Required Financial Information”) and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer in connection with the arrangement Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation of the pro forma financial statements in connection with the Financing (including by providing such financial information about the Company and its Subsidiaries as is reasonably requested by Buyer in order for Buyer to prepare such pro forma financial statements); (iii) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and ratings agencies in connection with any of such Debt Financing; (iv) assist Buyer and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda (including any public-side versions thereof) and similar documents and (B) materials for rating agency presentations; (v) cooperate with the marketing efforts of Buyer and its financing sources for any of such Debt Financing; (vi) facilitate the pledging of collateral and the provision of guarantees; provided that any such pledges and guarantees shall be authorized and become effective only at, or as of, the Closing; (vii) obtain surveys and title insurance (including delivering such title affidavits reasonably requested by the title insurer) at the expense of and as reasonably requested by Buyer; (viii) (A) with respect to the Credit Facilities, deliver all notices and take other actions required to facilitate the termination of commitments in respect of the Credit Facilities, repayment in full of all obligations in respect of the Credit Facilities and release of any Liens and guarantees in connection therewith on the Closing Date and (B) furnish to Buyer, no later than three (3) Business Days prior to the Closing Date, (I) a customary payoff letter (which for the avoidance of doubt, shall include lien releases (and authorizations for Buyer and/or its designees to effectuate UCC-3 filings) and discharges of obligations of the Company and its Subsidiaries with respect to the Senior Secured Credit Facilities) from all financial institutions and other Persons party to the Senior Secured Credit Facilities, or the applicable agent, trustee or other representative on behalf of such Persons and (II) with respect to the Corporate Headquarters Loan, a payoff letter from Alpine Bank stating that upon receipt of payment of the applicable payoff amount plus any accrued interest, all obligations (including guarantees) in respect of the Corporate Headquarters Loan and Liens in connection therewith on the assets of the Company or any Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable payoff amount on the Closing Date, released or arrangements reasonably satisfactory to Buyer for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar Indebtedness (each payoff letter described in (I) and (II), a “Payoff Letter”); (ix) provide all documentation and other information with respect to the Company and its Subsidiaries at least five (5) days prior to the Closing Date as shall have been reasonably requested in writing by Buyer at least ten (10) days prior to the Closing Date that is customarily required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (x) cooperate with the Debt Financing Sources’ “due diligence” investigation with respect to the Company and its Subsidiaries and (xi) assist in the preparation and negotiation of one or more credit agreements, indentures, purchase agreements, pledge and security documents and other definitive financing documents as may be reasonably requested by Buyer and facilitate the execution and delivery of such documents (which documents shall only be required to become effective as of the Closing Date). Notwithstanding the foregoing, (w) the covenants of the Company set forth in this Section 8.12 shall not, in the context of any Debt Financing other than that contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, impose on the Company or any of the Company’s Subsidiaries or any of its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives, any meaningfully greater burden, obligation, time commitment or other commitment than those that had been (or would have been) imposed on them in the context of the Debt Financing contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, (provided that x) such requested cooperation does shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) 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 financing) to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (iiy) cooperate with the marketing efforts none of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with 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 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 Effective Time in connection with the Debt Financing or incur or assume any other liability or obligation in connection with prior to the Effective Time pursuant to the Debt Financing, Commitment Letters or the definitive documentation relating to the Debt Financing and (2z) none of the Company, its Subsidiaries or and their respective officers, directors or directors, employees shall be required to authorize, execute or enter into or perform any agreement (other than the authorization and representation letters contemplated above) or adopt any resolution or otherwise take any corporate or similar action 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 clause (vii) Effective Time it being understood that Persons who are the general partners, members of this Section 6.03 and for the avoidance board of doubtdirectors, the boards of directors managing members, or other equivalent governing bodies of Parent, Merger Sub 1, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf body(ies) of the Company and its Subsidiaries prior to the Effective Time in their capacity as may such shall not be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. Notwithstanding anything to the contrary provided in the Confidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to disclose information about the Company and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements. (b) None of the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives shall be required to bear any out-of-pocket cost or expense (except to the extent such Person is promptly reimbursed) or provide or agree to provide prior to the Effective Time any indemnity in connection with the Debt Financing contemplated by the Financing Sources pursuant to the Debt Commitment Letter ator their performance of their respective obligations under this Section 8.12. If this Agreement is terminated for any reason (such that the Closing does not occur), (i) Buyer shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other 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 arrangement of the Debt Financing and the performance of their respective obligations under this Section 8.12 (other than in respect of the preparation of the Required Financial Information and other than to the extent arising from the gross negligence or willful misconduct of the Company, any of its Subsidiaries, or as ofany of their respective officers, the Closingdirectors, employees, accountants, consultants, legal counsel, agents or other Representatives), and any information utilized in connection therewith (3other than information (other than projections and other forward-looking statements) nothing shall obligate related to the Company or any of its Subsidiaries to provide, provided by or cause to be provided, any legal opinion by on behalf of the Company or its counsel, or to provide, or cause to be provided, any information or take, or cause to be taken, any action to Subsidiaries in writing specifically for use in connection with the extent it would result in a violation of Applicable Law or loss of any privilege. Parent Debt Financing) and (ii) Buyer shall, promptly upon request by of the Company, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any its Subsidiaries (including those of its Subsidiaries accountants, consultants, legal counsel, agents and other Representatives) in satisfying its obligations under connection with the cooperation required by this Section 6.038.12. ParentFor the avoidance of doubt, Merger Sub 1 the parties hereto acknowledge and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless agree that the provisions contained in this Section 8.12 represent the sole obligation of the Company and its Subsidiaries and its and their respective Representatives from and against any and all lossesofficers, claimsdirectors, damagesemployees, liabilitiesaccountants, costsconsultants, reasonable attorneys’ feeslegal counsel, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments agents and other charges paid or payable Representatives with respect to cooperation in connection with or in respect the arrangement of any thereof) 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 therewiththe Debt Financing.

Financing Assistance. Prior The Company and its Subsidiaries shall obtain debt financing on terms and from financing sources consistent with those contemplated by the debt financing term sheet attached hereto as Exhibit C and in amounts sufficient to consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the PFTS, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the Closingapplicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of the Investor and Highland Capital not to be unreasonably withheld (the “Debt Financing”); provided, that if the Company shalldelivers to Investor and Highland Capital definitive term sheets for any such proposed debt financing that have been approved by the Company’s board of directors and executed by the banks or other financing sources providing such debt financing reflecting then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees (a “Company Financing Proposal”), then Investor or Highland Capital shall cause inform the Company in writing (a “Financing Notice Proposal”) whether or not the Company Financing Proposal is acceptable to it within five (5) Business Days of its Subsidiaries toreceipt of the definitive term sheets for such Company Financing Proposal. If, at after the sole expense Company delivers to Investor and Highland Capital a Company Financing Proposal, Investor or Highland Capital fails to deliver a Financing Notice within five (5) Business Days or each of Parentthe following circumstances as set forth in (x), use its (y) and their commercially reasonable efforts (z) below occurs, then the Company may terminate this Agreement and the transactions contemplated hereby may be abandoned: (x) Investor or Highland Capital delivers a Financing Notice in which it does not approve the Company Financing Proposal, (y) Investor and Highland Capital do not present to the Company, within thirty (30) days of the delivery of the Financing Notice by Investor or Highland Capital (the “Financing Decision Date Proposal”), an alternative written expression of interest to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing on terms more favorable to the Company than the Company Financing Proposal with financial institutions reasonably acceptable to the Company (provided that a “Preferred Debt Financing”) and (z) Investor or Highland Capital do not provide to the Company commitment letters executed by the banks or other financing sources providing such requested cooperation does not unreasonably interfere with the ongoing operations Preferred Debt Financing within sixty (60) days of the Financing Decision Date. Delphi shall use its reasonable best efforts to implement any Preferred Debt Financing and to fulfill its other obligations pursuant to this Section 5(u). Subject to applicable regulatory or NASD requirements, Lxxxxx Brothers (or its Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries)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. Without limiting the generality of the foregoing sentence, prior to the Closing, the The Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their commercially reasonable efforts to: will (i) 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 Investor, Highland Capital and their counsel a copy of an information package regarding the businessall marketing information, operationsterm sheets, financial projections commitment letters and prospects of Parent and the Company customary or reasonably necessary for the completion of such financing) agreements related to the extent reasonably requested by Parent Debt Financing and a reasonable opportunity to prepare customary offering review and comment on such documents prior to such document being distributed, executed or information documents to be used for delivered or filed with the completion of the Debt FinancingBankruptcy Court, (ii) cooperate duly consider in good faith any comments of the Investor, Highland Capital and their counsel consistent with the marketing efforts of Parent Agreement and the Financing SourcesPFTS and any other reasonable comments of the Investor, including participating in a reasonable number of meetingsHighland Capital and their counsel and shall not reject such comments without first discussing the reasons therefor with the Investor, Highland Capital and their counsel and giving due diligence sessions and road shows, at times and at locations reasonably acceptable consideration to the Companyviews of the Investor, Highland Capital and their counsel, and (iii) keep the Investor 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, informed on a customary and reasonable timely 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 may be requested by the SEC in connection with 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 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 developments in connection with the Debt Financing, (2) none Financing and provide the Investor with an opportunity to attend and participate in meetings and/or roadshows with potential providers of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewithFinancing.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries the other Acquired Companies 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 Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiariesthe other Acquired Companies). Without limiting the generality , which cooperation shall consist of the foregoing sentence, prior to the Closing, the Company shallusing, and shall cause its Subsidiaries tocausing the other Acquired Companies to use, at the sole expense of Parent, use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (A) the historical consolidated financial or otherwisestatements of the Company required to have been received by the Lead Arrangers (as defined in the Financing Commitment Letter as in effect on the date hereof) relating to Company pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Sources Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including information “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to be used issue at the time of pricing and issuance of the Notes (as defined in the preparation of an Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information package regarding the business, operations, financial projections Company and prospects of Parent and the Company customary or its Subsidiaries as may be reasonably necessary for the completion of such financing) requested by Buyer to the extent reasonably requested by Parent to prepare customary offering or such information documents to be used for the completion is of the type and form customarily included in a customary bank information memorandum or an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act (provided, that such information shall not include financial statements or other information (including segment reporting and consolidating and other financial statements and data) required by Rules 3-05, 3-09, 3-10 and 3-16 of Regulation S-X or Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A (other than customary disclosure with respect to material related party transactions) or any other information customarily excluded for an offering memorandum for private placements of non-convertible high yield bonds pursuant to Rule 144A promulgated under the Securities Act) (clauses (A) and (B), together, the “Required Information”); provided that, in no event shall the Required Information be deemed to include or shall the Company otherwise be required to provide (x) pro forma financial statements or pro forma adjustments related to the Debt FinancingFinancing or (y) financial statements of the Company or its Subsidiaries other than as set forth in Section 7(a) of Annex C of the Financing Commitment Letter and as set forth above, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Buyer 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), confidential information memoranda and private placement memoranda, prospectuses and other similar documents, including delivery of (Aiii) 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 provide to Buyer at least 60 days four Business Days prior to the Closing Date (Date, all documentation and audit reports for such financial statements shall not be subject to any “going concern” qualifications) other information about the Company and (B) unaudited consolidated balance sheets and related unaudited statements its Affiliates required by Section 8 of operations, stockholders’ equity and cash flows Annex C of the Financing Commitment Letter under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that is required to the extent such documentation and other information is requested in writing to the Company for each subsequent fiscal quarter ended at least 40 days ten Business 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 may be requested by the SEC in connection with the completion of the financing, (v) obtain any necessary consents approvals from the Company’s independent public accounting firm in connection with any filings offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with the SECSection 5.02 hereof, (vi) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required securities offering contemplated as part of the Debt Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm (including “negative assurance” comfort) and (B) cause the Company’s independent public accounting firm to be made by Parent pursuant agree to the 1933 Act inclusion or incorporation of their audit reports with respect to the 1934 Act (financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including the Registration Statement)by providing customary representation letters, (vii) subject to customary confidentiality provisionsreasonably assist with the preparation of the definitive documentation for the Debt Financing, provide customary authorization letters including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the Financing Sources authorizing extent, and solely to the distribution of extent, such materials relate to information to prospective lenders or investors concerning the Company and the other Acquired Companies, (viii) obtain customary payoff letters facilitate the creation, perfection and instruments enforcement of discharge security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies, as reasonably requested by Buyer, in connection with the Debt Financing and (ix) consent to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date use of the Credit Agreementtrademarks, service marks and logos of the Company or any of the other Acquired Companies in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of the other Acquired Companies. Notwithstanding the foregoing, (1) neither the Company nor any of its Subsidiaries the other Acquired Companies 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, (2) the Company shall not be required by this Section 5.05 to provide a restatement of any historical financial statements of the Company that would not have been required other than for the purposes of the Debt Financing, (3) none of the Company, its Subsidiaries the other Acquired Companies or their respective officers, directors or employees shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Closing, (4) none of the Company, the other than authorization letters contemplated by clause Acquired Companies or their respective officers, directors or employees shall be required to take any action (vii) of this Section 6.03 and excluding, for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf provision of the Company and its Subsidiaries as may be required by the Financing Sources pursuant Required Information) that would subject any such person to the Debt Commitment Letter at, actual or as of, the Closing)potential liability, and (35) nothing shall obligate the Company or any of its Subsidiaries the other Acquired Companies 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 reasonably be expected, in the reasonable judgment of the Company, to result in a violation of Applicable Law or loss of any privilege. Parent ; provided that the Company shall notify Buyer as to the nature and, to the extent possible without violating any such privilege or Applicable Laws, substance of such information or action covered by such privilege or Applicable Law. (b) Buyer shall, promptly upon 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 the other Acquired Companies in satisfying its obligations under this Section 6.035.05 (including in connection with providing the SAS 100 review referred to in Section 5.05(a)). Parent, Merger Sub 1 Buyer and Merger Sub 2 MergerSub shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries the other Acquired Companies 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or action taken by the Company, any of the other securities offering of Parent and/or its Subsidiaries Acquired Companies or any assistance of their respective Representatives pursuant to this Section 5.05, except in the event such losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or activities provided resulted from, the gross negligence or willful misconduct of the Company, any of the other Acquired Companies or any of their respective Representatives. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.05, represent the sole obligation of the Company, the other Acquired Companies and their respective Representatives with respect to cooperation in connection therewithwith the arrangement of the Debt Financing and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations.

Financing Assistance. Prior (a) The Company shall use reasonable best efforts to the Closing, the Company shallprovide to Parent, and shall cause its Subsidiaries tosubsidiaries and the Company’s and such subsidiaries’ respective officers, at the sole expense of Parentdirectors, advisors and employees to use its and their commercially reasonable best efforts to provide to Parent, at Parent’s sole cost and expense, such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing Financing, including: (provided that i) furnishing Parent with such requested cooperation does not unreasonably interfere with the ongoing operations of pertinent and customary information regarding the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior 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: (i) subsidiaries as promptly as reasonably practicable provide information (financial or otherwise) relating to Company to the Financing Sources (including information to may 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 prepare customary offering or information documents to be used for the completion of in connection with the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 that (A) the Company shall only be obligated to deliver financial information to the extent such information may be obtained from the books and records of the Company (which for the avoidance of doubt shall include (x) the audited consolidated balance sheets income statements and related audited statements of operationscomprehensive income, stockholders’ equity financial position and cash flows for the Company and its Subsidiaries for the most recent two fiscal years ended at least 120 days prior to the Acceptance Time (and the related audit reports), including the notes thereto, prepared in accordance with IFRS and (y) the unaudited condensed consolidated interim income statements and statements of comprehensive income, financial position and cash flows of the Company and its Subsidiaries for each of any fiscal quarter ending subsequent to the three last fiscal years most recently ended year for which financial statements were delivered pursuant to the preceding clause (x) and at least 60 75 days prior to the Closing Date Acceptance Time (and audit reports for the corresponding period of the preceding fiscal year), including the notes thereto, prepared in accordance with IFRS), in each case of clauses (x) and (y), which shall be deemed to have been delivered on the earliest date on which the Company posts such financial statements shall on the Company’s website on the internet and/or such financial statements are included in a Form 20-F or Form 6-K, as applicable, posted on the SEC’s website on the internet (without any subsequent notice that such financial statements may not be subject to relied upon for any “going concern” qualificationsreason) and (B) unaudited consolidated balance sheets the Company shall not be obligated to furnish any of the Excluded Information; (ii) causing the Company’s and related unaudited the Company’s Subsidiaries’ independent accountants, as reasonably requested by Parent, to (A) provide customary consents to the use of their audit reports on the financial statements of operations, stockholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended and the Company’s Subsidiaries in any materials relating to, or any applicable filings made with the SEC related to, such Debt Financing, (B) provide, consistent with customary practice, “comfort letters,” including customary “negative assurances” (including drafts thereof which such accountants are prepared to issue at least 40 days the time of pricing and at closing of any offering or placement of the Debt Financing) necessary and reasonably requested by Parent in connection with any capital markets transaction comprising a part of such Debt Financing, and (C) participate in reasonable and customary due diligence sessions, which sessions shall be telephonic or held by videoconference and held at reasonable and mutually agreeable times; (iii) upon reasonable prior notice, causing members of management of the Company to participate in a reasonable number of lender presentations, road shows, due diligence sessions, drafting sessions and sessions with providers or potential providers of the Debt Financing and rating agencies to the Closing Dateextent contemplated by the Debt Financing Documents, in each case, in connection with the Debt Financing at reasonable times to be mutually agreed; (iv) make available, on a customary reasonably assisting Parent and reasonable basis and upon reasonable notice, appropriate personnel, documents and causing members of management of the Company to reasonably assist Parent in (including by providing information relating to the Company and its Subsidiaries, in each case, as may be the Company’s Subsidiaries reasonably required and requested by ParentParent in connection with) its preparation of customary “public side” and “private side” bank information memoranda, lender and investor presentations, rating agency presentations, road show materials, projections, prospectuses, bank syndication materials, offering memoranda, private placement memoranda, credit agreements, definitive financing documents (as well as customary certificates and “backup” support) and similar or as may related documents to be requested prepared by the SEC Parent in connection with the completion such financings (collectively, “Debt Materials”), including (i) customary authorization and representation letters with respect to information of the financing, (v) obtain any necessary consents from Company and the Company’s independent public accounting firm in connection with any filings with the SEC, Subsidiaries (vi) obtain customary financing accountants’ comfort letters and 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 provisions and disclaimers) authorizing the distribution of information to prospective lenders or investors investors, (ii) by consenting to the inclusion or incorporation by reference of periodic and current reports filed by the Company with the SEC, and (iii) by providing any historical financial information of the Company and the Company’s Subsidiaries required for the preparation by Parent of customary pro forma financial information and pro forma financial statements to the extent required by Regulation S-X under the Securities Act or any other accounting rules and regulations of the SEC and/or in connection with such Debt Financing (it being agreed that the Company need only assist in the preparation thereof but shall not be required to (x) prepare independently any pro forma financial statements or (y) provide any information or assistance relating to (A) the proposed aggregate amount of Debt Financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt, (B) 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 such Debt Financing or (C) any financial information related to Parent or any of Parent’s Subsidiaries); provided that no such Debt Materials shall be issued by the Company or any of its Subsidiaries; (v) reasonably facilitating (1) the pledging of shares in the Company by Merger Sub (provided that (A) none of the related documents or certificates shall be executed and/or delivered except in connection with the consummation of the Offer and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the consummation of the Offer) and (2) the pledging of other collateral and the provision of guarantees (provided that (A) none of the related documents or certificates shall be executed and/or delivered except in connection with the consummation of the Merger and (B) the effectiveness thereof shall be conditioned upon, or become operative after, the consummation of the Merger, and in no event shall any related corporate approval, signing or perfection actions occur prior to completion of the Merger); (vi) providing, at least three Business Days prior to the date of the Acceptance Time, Parent with all documentation and other information with respect to the Company as shall have been reasonably requested in writing by Parent at least nine Business Days prior to the date of the Acceptance Time that is required in connection with the Debt Financing with respect to or to evidence compliance with applicable laws, including (A) under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, and 31 C.F.R. §1010.230, and (B) OFAC, FCPA and the Investment Company Act; (vii) assisting with the preparation of any Debt Financing Documents as may be reasonably requested by Parent by providing information for the completion of any schedules thereto, solely to the extent such materials relate to information concerning the Company or its Subsidiaries; and (viii) obtain taking such actions as may be required or reasonably requested by Parent in connection with the repayment of the indebtedness under the Existing Finance Documents, including the delivery of any applicable notices of repayment in accordance with the terms of such Existing Finance Documents. (b) Notwithstanding anything to the contrary in Section 7.13(a), nothing will require the Company or its Subsidiaries to provide (or be deemed to require the Company or its Subsidiaries to prepare) any (i) pro forma financial statements, projections or other prospective information (but the Company and its Subsidiaries shall, for the avoidance of doubt, provide any customary payoff letters and instruments historical information requested by Parent in connection with Parent’s preparation of discharge pro forma financial statements, projections or other prospective information in accordance with clause (a)(iv) above); (ii) description of all or any portion of the Debt Financing, including any “description of notes” or “description of other indebtedness” or other information customarily provided by financing sources or their counsel; (iii) risk factors relating to all or any component of the Debt Financing, including any such description to be delivered at included in liquidity and capital resources disclosure; (iv) “segment” financial information and separate subsidiary financial statements, (v) any financial statements or other information required by Rules 3-09, 3-10 or 3-16, 13-01 or 13-02 of Regulation S-X, Regulation S-K Item 302, (vi) information regarding officers or directors prior to consummation of the Offer or the Merger, executive compensation and related party disclosure or any Compensation Discussion and Analysis or information required by Item 302 (to the extent not so provided in SEC filings) or 402 of Regulation S-K under the Securities Act and any other information that would be required by Part III of Form 10-K (except to the extent previously filed with the SEC), (vii) information regarding affiliate transactions that may exist following consummation of the Offer or the Merger, (viii) information regarding any post-Closing to allow or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments (excluding information that is historical financial information of the Company and is derivable without undue effort or expense by the Company from the books and records of the Company or any of its subsidiaries), (ix) information necessary for the payoffpreparation of any projected or forward-looking financial statements or other information that is not derivable without undue effort or expense by the Company from the books and records of the Company or any of its Subsidiaries or (x) in the case of any Rule 144A or private placement of debt, discharge and termination any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield debt securities under Rule 144A (for life) promulgated under the Securities Act (“Excluded Information”). (c) Notwithstanding anything herein to the contrary, (i) such requested cooperation shall (A) not materially disrupt or interfere with the business or the operations of the Company or its Subsidiaries or (B) not be reasonably expected to cause competitive harm to the Company or its Subsidiaries, (ii) nothing in full on this Section 7.13 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, (B) reasonably be expected to conflict with, or violate, the Company’s and/or any of its Subsidiaries’ organizational documents or any applicable Law or Order, 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 (solely to the extent the applicable provision was not entered into in contemplation hereof), (C) cause any condition to the Offer or the Closing Date set forth in Annex C or Article VIII to not be satisfied or (D) cause any breach of the Credit Agreement. Notwithstanding the foregoingthis Agreement or cause any representation or warranty in this Agreement to be breached or become inaccurate, (1iii) neither the Company nor any of its Subsidiaries Subsidiary thereof shall be required to (A) pay any commitment or other similar fee or incur prior to the Closing or assume any other liability or other obligation in connection with the Debt FinancingFinancings contemplated by the Debt Commitment Letter, the Debt Financing Documents or the Debt 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 Debt Commitment Letter, the Debt Financing Documents, the Debt Financing or any information utilized in connection therewith prior to the Closing for which it is not promptly reimbursed, (2B) deliver or obtain opinions of internal or external counsel, (C) provide access to or disclose information where the Company determines in good faith (after consultation with counsel) that such access or disclosure would result in the loss of attorney-client privilege 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, its ’s Subsidiaries or their respective officersdirectors, directors officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument, including any Debt Financing Document or other agreements, pledge or security documents, 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 customary representation letters contemplated by clause (vii) of this Section 6.03 and for the avoidance of 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect the provision of any thereof“comfort letters” in accordance with Section 7.13(a)(ii) suffered above or incurred customary authorization letters with respect to bank information memoranda in connection accordance with any financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith.Section

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this Section 6.03(a), any of the permanent financing referred to in the Debt Commitment Letters) (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 foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and 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 or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, financial statements (including pro forma confidential information memoranda, 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 prospectuses, filings with the SEC and other similar documents, including delivery 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least more than 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least more than 40 days prior to the Closing DateDate and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt 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 may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates 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 the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SEC, (vivii) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to be made by Parent consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to Section 6.03(a)(iii) in any filing or registration statement of Parent with the 1933 Act SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the 1934 Act (Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Registration Statement)Company and its independent accounting firm, (viiviii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. 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, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, 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 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 clause (viiviii) of this Section 6.03 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub 1Sub, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 reasonably be expected, in the reasonable judgment of the Company, to result in a violation of Applicable Law or loss of any privilege. . (b) Parent shall, promptly upon 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 satisfying its obligations under this Section 6.03. Parent, Merger Sub 1 Parent 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering action taken by the Company, any of Parent and/or its Subsidiaries or any assistance 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 activities provided any of their respective Representatives in writing for use in connection therewithwith the Debt Financing), except in the event such losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (which term shall include, for purposes of this ‎Section 6.03(a), any of the permanent financing referred to in the Debt Commitment Letters) (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 foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, to use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to the Company to Parent and 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 or reasonably necessary for the completion of such financing) to the extent reasonably requested by Parent to prepare in connection with Parent’s preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate and assist with the due diligence, rating agency processes and marketing efforts of Parent Parent, its Representatives and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable to the Company, (iii) reasonably assist Parent in preparing customary offering memoranda, rating agency presentations, lender and investor presentations, financial statements (including pro forma confidential information memoranda, 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 prospectuses, filings with the SEC and other similar documents, including delivery 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended at least more than 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 operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows of the Company for each subsequent fiscal quarter ended at least more than 40 days prior to the Closing DateDate and (C) all other historical financial and other information regarding the Company reasonably necessary to permit Parent to prepare pro forma financial statements customary for the bank financing and the debt 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 may be requested by the SEC in connection with the completion of the financing, (v) provide to Parent and the Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates 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 the Debt Commitment Letters to the extent such documentation and other information is requested in writing to the Company at least 10 Business Days prior to the Closing Date, (vi) obtain any necessary consents from the Company’s independent public accounting firm in connection with any filings with the SEC, (vivii) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in any materials relating to the financing and in connection with any filings required securities offering contemplated as part of the Debt Financing or the Alternative Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm, (B) cause the Company’s independent public accounting firm to be made by Parent consent to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company provided pursuant to ‎Section 6.03(a)(iii) in any filing or registration statement of Parent with the 1933 Act SEC or any prospectus, offering memoranda, private placement memoranda, marketing material or similar documentation, including by providing customary representation letters and (C) cause the 1934 Act (Company’s independent public accounting firm to cooperate with Parent and its Representatives, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Registration Statement)Company and its independent accounting firm, (viiviii) subject to customary confidentiality provisions, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors investors, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement 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, (x) reasonably assist with the preparation of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (xi) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Debt Financing and the Alternative Financing and (xii) consent to the use of the trademarks, service marks and logos of the Company or any of its Subsidiaries in connection with the Debt Financing; provided that such trademarks, service marks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries. 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, unless Parent reimburses or is required to reimburse or indemnify the Company and its Subsidiaries pursuant to this Agreement or otherwise agrees to do so, (2) none of the Company, 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 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 clause (vii‎(viii) of this Section 6.03 ‎‎‎Section 6.03(a) and for the avoidance of doubt, the boards of directors or other equivalent governing bodies of Parent, Merger Sub 1Sub, Merger Sub 2, the Initial Surviving Corporation and/or the Surviving Company 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 reasonably be expected, in the reasonable judgment of the Company, to result in a violation of Applicable Law or loss of any privilege. . (b) Parent shall, promptly upon 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 satisfying its obligations under this Section ‎Section 6.03. Parent, Merger Sub 1 Parent 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 settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering action taken by the Company, any of Parent and/or its Subsidiaries or any assistance 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 activities provided any of their respective Representatives in writing for use in connection therewithwith the Debt Financing), except in the event such losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement are determined by a final non-appealable judgment of a court of competent jurisdiction to have arisen out of, or resulted from, the gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives.

Financing Assistance. (a) Prior to the ClosingClosing Date, the Company shallSeller agrees to use reasonable best efforts to provide, and shall cause its Subsidiaries tothe Seller Entities and the Purchased Entities and their respective officers, directors, employees and Representatives to use, reasonable best efforts to provide, in each case at the Purchaser’s sole expense in accordance with clause (d) of Parentthis Section 5.16, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Parent Purchaser that is necessary and customary for financings of the type contemplated in connection with the arrangement of any debt financing (the “Debt Financing”), including using reasonable best efforts to: (i) furnish to Purchaser any unaudited historical financial statements of the Business and Purchased Entities and other unaudited financial information in the possession of the Seller Entities or the Purchased Entities, and solely related to the Purchased Entities and the Business; provided, that the Seller Entities and the Purchased Entities shall only be obligated to deliver such information to the extent such information may be obtained from the historical books and records of the Seller Entities, the Purchased Entities and the Business; (ii) upon reasonable prior notice, cause members of management of the Business to participate in a reasonable number of meetings and, presentations with prospective lenders and investors, and sessions with the ratings agencies, in each case in connection with the Debt Financing; (iii) cause members of management of the Business to reasonably assist Purchaser and the Debt Financing Sources in their preparation of (provided A) any bank information memoranda and related lender presentations, (B) materials for rating agency presentations; provided, that any such requested cooperation does not unreasonably interfere bank information memoranda, lender presentations or similar documents that includes disclosure and financial statements with respect to the Business shall only reflect Purchaser as the obligor(s) and no such bank information memoranda, lender presentations, materials or similar documents shall be issued by Seller or its Subsidiaries (other than the Purchased Entities) and (C) solely with respect to financial information and data derived from the Business’s historical books and records, assist Purchaser with the ongoing operations preparation of pro forma financial information and pro forma financial statements contemplated by the Debt Financing, it being agreed that information and assistance will not be required relating to (1) 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, (2) 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 (3) any financial information related to Purchaser or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company Business by Purchaser; (iv) reasonably facilitating, executing and its Subsidiaries). Without limiting delivering the generality pledging of collateral, other definitive financing documents, or other certificates, or documents as may be reasonably requested by Purchaser with respect to the Purchased Entities or otherwise and reasonably facilitating in the granting of security interests in, pledging of and obtaining perfection of any liens on collateral with respect to the Purchased Entities (provided, that (A) none of the foregoing sentence, prior to documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the Company shalleffectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no liability shall cause its Subsidiaries tobe imposed on any Seller Entities, at any of the sole expense Purchased Entities or any of Parenttheir respective officers or employees involved); and (v) the Purchased Entities taking all corporate actions, use its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide information (financial or otherwise) relating to Company subject to the Financing Sources (including information to be used in occurrence of the preparation of an information package regarding the businessClosing, 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 Purchaser to prepare customary offering permit the consummation of the Debt Financing and the direct borrowing or information documents to be used for incurrence of all of the completion proceeds of the Debt Financing, by Purchaser upon the Closing (iiprovided, that the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing). (b) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a reasonable number of meetings, due diligence sessions and road shows, at times and at locations reasonably acceptable Prior to the CompanyClosing Date, Seller agrees to provide, and shall cause the Seller Entities, the Purchased Entities and their respective officers, directors, employees and Representatives to provide: (iiii) 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 the Business Financial Statements, (B) unaudited carve-out pro forma statements of operations, stockholders’ equity and cash flows gross margin of the Company Business for each of the three fiscal years most recently year ended on or after December 31, 2023 and at least 60 one hundred twenty (120) days prior to the Closing Date (and audit reports for such financial statements shall not be subject to any “going concern” qualifications) and (BC) unaudited consolidated carve-out pro forma balance sheets of the Business and related unaudited carve-out pro forma statements of operations, stockholders’ equity and cash flows gross margin of the Company Business for each subsequent fiscal quarter ended December 31, 2023 and thereafter and at least 40 forty five (45) days prior to the Closing Date, ; and (ivii) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating at least three (3) Business Days prior to the Company Closing Date, all documentation and its Subsidiaries, in each case, other information with respect to the Purchased Entities as may be shall have been reasonably requested in writing by Parent, or as may be requested by Purchaser at least ten (10) days prior to the SEC Closing Date that is required in connection with the completion Debt Financing by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, including if the Purchased Entities qualify as “legal entity customers” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification. (c) Notwithstanding anything herein to the contrary, (i) such requested cooperation shall not (A) unreasonably 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 5.16 shall require cooperation to the extent that it would (A) subject any of the financingSeller’s or its Subsidiaries’, including the Purchased Entities’, respective directors, managers, officers or employees to any actual or potential personal liability, (vB) obtain reasonably be expected to conflict with, or violate, the Seller’s and/or any necessary consents from of its Subsidiaries’, including the Company’s independent public accounting firm Purchased Entities’, organization documents or any Law, or result in connection with the contravention of, or violation or breach of, or default under, any filings with Contract to which Seller or any of its Subsidiaries, including the SECPurchased Entities, is a party, (viC) obtain customary financing accountants’ comfort letters and consents of accountants for use of their reports in cause any materials relating condition to the financing and Closing set forth in connection with Section 7.1, Section 7.2 or Section 7.3 to not be satisfied or (D) cause any filings required to be made by Parent pursuant to the 1933 Act or the 1934 Act (including the Registration Statement)breach of this Agreement, (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, (1iii) neither the Company Seller, any Subsidiary thereof nor any of its Subsidiaries the Purchased Entities shall be required to (A) pay any commitment or other similar fee or incur prior to the Closing or assume any other liability or other obligation in connection with the Debt FinancingFinancing 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 any information utilized in connection therewith, (2B) 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 Purchased Entities, is party, (iv) none of Seller or any of its Subsidiaries, other than the Purchased Entities, 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 Equity Financing or the Debt Financing or adopt any resolutions or take any other actions approving the agreements, documents and instruments pursuant to which the Equity Financing or Debt Financing is obtained (other than customary authorization letters) and (v) none of the Company, its Subsidiaries Purchased Entities or their respective officersdirectors, directors officers or employees shall be required to execute execute, deliver or enter into into, or perform any agreement agreement, document or instrument with respect to the Equity Financing or the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing Date (other than customary authorization letters contemplated by clause (viiletters) of this Section 6.03 and for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf and managers of the Company and its Subsidiaries as may Purchased Entities shall not be required by to adopt resolutions approving the Financing Sources agreements, documents and instruments pursuant to which the Equity Financing or Debt Commitment Letter atFinancing is obtained unless Purchaser shall have determined that such directors and managers are to remain as directors and managers of the Purchased Entities on and after the Closing Date and such resolutions are contingent upon the occurrence of, or only effective as of, the ClosingClosing (other than customary authorization letters). Seller hereby consents to the use of logos of the Business in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Seller Entities, the Purchased Entities or the Business. (d) The Seller Entities and the Purchased Entities shall have no liability whatsoever to Purchaser in respect of any financial information or data or other information provided pursuant to this Section 5.16. Purchaser shall indemnify, defend and hold harmless each of the Seller, its Subsidiaries, including the Purchased Entities, 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 5.16 and any information utilized in connection therewith (3) nothing shall obligate other than any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties resulting from the Company fraud, willful breach, willful misconduct, gross negligence or bad faith by any of its Subsidiaries to providethe Seller, or cause to be providedthe Seller Entities and the Purchased Entities, any legal opinion by its counseland their Representatives, 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 as determined in a violation final and non-appealable judgement by a court of Applicable Law or loss of any privilegecompetent jurisdiction). Parent Purchaser shall, promptly upon request by of the CompanySeller, reimburse Seller and its Subsidiaries, including the Company Purchased Entities, for all reasonable and documented out-of-pocket fees, costs and expenses incurred by Seller or its Subsidiaries, including the Business and the Purchased Entities, (including reasonable attorneys’ fees) incurred by the Company or any those of its Subsidiaries Affiliates and Representatives) in satisfying connection with the cooperation required by this Section 5.16. (e) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 5.16 represent the sole obligation of the Seller, its Subsidiaries, the Purchased Entities and their Affiliates and their respective Representatives with respect to cooperation in connection with the arrangement of the Debt Financing and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. Notwithstanding anything in this Agreement to the contrary, the condition set forth in Section 7.2(b) as it applies to Seller’s, its Subsidiaries’ and the Purchased Entities’ obligations under this Section 5.16, shall be deemed satisfied unless (i) the Debt Financing has not been obtained primarily as a result of the Seller’s Willful Breach of its obligations under this Section 6.03. Parent5.16, Merger Sub 1 (ii) Purchaser has provided written notice to Seller of the alleged failure to comply and Merger Sub 2 shall, on a joint and several basis, indemnify and hold harmless (iii) such failure to comply has not been cured by no later than the Company and its Subsidiaries and their respective Representatives earlier to occur of ten (10) Business Days from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid receipt of such written notice or payable in connection with or in respect of any thereof) 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 therewiththe Outside Date.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, and shall use its and their commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent and/or Merger Sub, at Parent’s sole expense, such reasonable cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such or Alternative Financing obtained in accordance with this Section 6.6) as is necessary and customary and reasonably requested cooperation does not unreasonably interfere by Parent and required in accordance with the ongoing operations terms of the Company and its SubsidiariesDebt Financing (or Alternative Financing obtained in accordance with this Section 6.6). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, and shall cause its Subsidiaries to, at the sole expense of Parent, use its and their including using commercially reasonable efforts to: (i) upon reasonable notice, participation by senior management, Representatives and advisors of the Company in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors, in each case, at reasonable times and locations mutually agreed; (ii) assist with the preparation of materials for bank information memoranda and private placement memoranda, prospectuses, offering memoranda and other customary marketing materials and information reasonably necessary in connection with the Debt Financing (or Alternative Financing obtained in accordance with this Section 6.6); (iii) furnish Parent or Merger Sub and its financing sources reasonably promptly with the Financing Information of the Company and its Subsidiaries; (iv) deliver to Parent and its Debt Financing Sources as promptly as reasonably practicable provide (i) the documentation and other information requested by the Debt Financing Sources with respect to (financial or otherwisex) relating to Company applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act (and, in any event, at least four Business Days prior to the Closing Date, to the extent requested at least nine days prior to the Closing Date); (v) cause its independent auditors to cooperate with the Debt Financing Sources consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings where financial information to be used in of the Company is included; (vi) assist Parent with Parent’s preparation of an pro forma financial information package regarding the businessand pro forma financial statements and other materials for rating agency presentations, operationsbank information memoranda, offering or private placement memoranda, financial projections and prospects of Parent similar documents used in connection with the Debt Financing; (vii) execute and the Company customary or reasonably necessary for the completion of such financing) deliver definitive Debt Financing documents, including pledge and security documents, certificates and other documents, to the extent reasonably requested by Parent to prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 may be requested by the SEC in connection with the completion Debt Financing (provided, that any obligations contained in such documents shall be effective no earlier than as 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 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 StatementClosing), (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 otherwise reasonably facilitate the pledging of discharge collateral; provided, that nothing herein shall require the Company or any of its Subsidiaries to be delivered at Closing provide such cooperation to allow for the payoff, discharge and termination in full on extent it would interfere unreasonably with the Closing Date business or operations of the Credit Agreement. Notwithstanding the foregoingCompany, (1) its Subsidiaries or its Affiliates; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any Contract or the encumbrance of any asset of the Company and its Subsidiaries), that would be effective prior to the Closing Date or that would otherwise result in a breach of any of its or their Contracts; provided, further, that the board of directors and officers of the Company and the board of directors or similar governing body and officers of its Subsidiaries shall not be required, prior to the Closing, to adopt resolutions approving the agreements, documents and instruments in connection with the Debt Financing or pursuant to which any portion of the Debt Financing is obtained, and neither the Company nor any of its Subsidiaries or any officer or director thereof shall be required to execute, prior to the Closing, any documents contemplated by the Debt Commitment Letter or any other certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification to any existing certificate, document, instrument or agreement that is effective prior to the Closing. (b) The Company hereby consents to the reasonable use of all of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. 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 customary projections with respect to the Company and its business with the Debt Financing Sources identified in the Debt Commitment Letter, and that Parent, its Affiliates and such Debt Financing Sources may share such information with potential Debt Financing Sources in connection with any marketing efforts in connection with the Debt Financing, provided that the recipients of such information agree to customary confidentiality arrangements. Notwithstanding the requirements of Section 6.7(a), neither the Company nor any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur prior to the Closing any other liability or obligation provide or agree to provide any indemnity, guarantee or pledge in connection with the Debt Financing, (2) none Financing or any of the Company, 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 Debt Financing that is not contingent upon the Closing occurring or that would be effective foregoing prior to the Closing Date. (other than authorization letters contemplated by clause c) Parent (viii) of this Section 6.03 and for the avoidance of doubtshall promptly, 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 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 Financing Sources pursuant to the Debt Commitment Letter at, or as of, the Closing), and (3) 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 violation of Applicable Law or loss of any privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including (A) reasonable outside attorneys’ fees and (B) fees and expenses (of the Company’s accounting firms engaged to assist in connection with the Debt Financing, including reasonable attorneys’ feesperforming additional requested procedures, reviewing any offering documents, participating in any meetings and providing any comfort letters) to the extent incurred by the Company or Company, any of its Subsidiaries or their respective Representatives in satisfying connection with the cooperation of the Company and its obligations under Subsidiaries contemplated by this Section 6.03. Parent6.7, Merger Sub 1 (ii) acknowledges and Merger Sub 2 shallagrees that, on a joint except for obligations of the Company and several basisits Subsidiaries from and after the Closing, the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any arrangement with respect to the Debt Financing that Parent may request in connection with the transactions contemplated by this Agreement and (iii) shall indemnify and hold harmless the Company and its Company, the 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 settlement (including all interest, assessments and other charges paid losses suffered or payable incurred by any of them in connection with the arrangement of the Debt Financing or their cooperation and assistance obligations (including any of the actions taken in respect of accordance with Section 6.7(a)) and any thereof) suffered or incurred information used in connection with any financing or therewith (other securities offering of Parent and/or than historical information relating to the Company and its Subsidiaries or any assistance or activities provided in connection therewithSubsidiaries).

Financing Assistance. Prior to the Closing, the The Company shalland its Subsidiaries shall use commercially reasonable efforts to, and shall cause its Subsidiaries totheir respective officers, at the sole expense of Parentemployees, representatives and advisors, including legal, financial and accounting advisors, to use its and their commercially reasonable efforts to to, provide such cooperation as may be is reasonably requested by Parent in connection with obtaining or closing any financing transaction contemplated by Parent in connection with the arrangement consummation of the Debt Financing transactions contemplated hereby, including (provided that i) participating in a reasonable number of due diligence sessions (but not more than two in person meetings), (ii) providing reasonably promptly to Parent and its financing sources such requested cooperation does not unreasonably interfere with financial and other information regarding the ongoing operations Company and its Subsidiaries as is reasonably required in order to obtain or consummate such financings, including, without limitation, a description of the business of the Company and its Subsidiaries). Without limiting the generality of the foregoing sentence, prior to the Closing, the Company shall, financial information necessary to provide a customary presentation of EBITDA and shall cause its Subsidiaries to, at the sole expense adjusted EBITDA for a 144A offering of Parent, use its debt securities and their commercially reasonable efforts to: (i) 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 audited 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 prepare customary offering or information documents to be used for the completion of the Debt Financing, (ii) cooperate with the marketing efforts of Parent and the Financing Sources, including participating in a 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 operationsincome, stockholders’ equity and cash flows of the Company as of and for each of the three most recent fiscal years most recently year ended at least 60 90 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 interim period ended at least 40 45 days prior to the Closing DateDate and each comparable fiscal period in the prior fiscal year or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities and, if required, using commercially reasonable efforts to cause its independent accountants to provide customary comfort letters that such accounting firms are prepared to deliver upon Closing, (iii) executing and delivering reasonable and customary certificates, legal opinions and other documentation required by such financings, (iv) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to delivering notices of prepayment within the Company and its Subsidiaries, in each case, as may be reasonably requested by Parent, or as may be requested time periods required by the SEC in connection with agreements governing 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 consents of accountants existing indebtedness 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, (2) none of the Company, 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 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 clause (vii) of this Section 6.03 and for the avoidance of 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 enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf borrowed money of the Company and its Subsidiaries as may that will be required by the Financing Sources pursuant to the Debt Commitment Letter at, or as of, the repaid at Closing), and (3v) nothing taking all reasonable formal corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of such financing; provided, however, that (A) the Company shall obligate not be required to provide such cooperation to the extent such cooperation unreasonably interferes with the Company’s day to day operations or to produce the information in clause (ii) above (other than the business description and financial information and statements expressly described in clause (ii) above) if such information is unavailable to the Company or any of its Subsidiaries to provide, or production would 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 undue burden to the extent it would result in a violation Company, (B) Parent shall coordinate its request for the Company’s assistance so as to minimize any disruption to the Company’s executive officers’ day to day responsibilities, and (C) no documentation executed or delivered by the Company pursuant to clause (iii) above shall become effective prior to the effectiveness of Applicable Law or loss of the Merger unless otherwise expressly agreed by the Company as such and the Company shall have no liability with respect to any privilegesuch documentation until such time. Parent shall, 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 6.03. 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 settlement (including all interest, assessments and other charges paid or payable in connection with the cooperation contemplated by this Section 5.08. The Company shall notify Parent promptly if it restates or intends to restate any historical financial statements of the Company, in whole or in respect part, or otherwise indicates its intent or the need to restate any of the financial statements included in clause (ii) above, or that any thereof) 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 therewithsuch restatement is under consideration.