Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Parent and Merger Sub in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the 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; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. (b) The Company shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (iv), as may be reasonably requested by Parent; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of (D) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.

Financing Assistance. (a) Prior Subject to Section 5.4(b), each of the Closing, the Company shall use its commercially reasonable efforts toParties shall, and shall cause its Subsidiaries and New Parent to, and shall use its commercially reasonable efforts to have its and their respective officersRepresentatives, employees and representatives provide such cooperation to use their commercially reasonable efforts to, assist Parent and Merger Sub the other Party as such Party may reasonably request in connection with the arrangement of arrangements by such other Party to obtain new or amend any financing to be consummated prior to existing credit facilities, issue securities publicly or contemporaneously with privately, waive or amend the Closing terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the transactions contemplated by this Agreementterms hereof (provided that: (A) to the extent reasonably practicable, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiariessuch request is made on reasonable notice; provided that such assistance (B) cooperation does not (i) unreasonably interfere with the ongoing operations of the Company cooperating Party and its Subsidiaries or any unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of its Subsidiariestheir obligations hereunder; (C) other than in respect of indemnification as set out below, (ii) the cooperating Party shall not be required to provide, or cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve to provide, cooperation that involves any binding commitment by the cooperating Party or cost to the Company or any of its Subsidiaries Subsidiaries, which commitment or cost is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company such cooperating Party or any of its Subsidiaries upon the termination of this Agreement.; and (D) any actions taken hereunder are in compliance with Sections 5.1 and 5.2), including one or more of the following cooperative actions as so requested: (b) The Company shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (ii) furnishing the other Party and its proposed lenders or underwriters with such financial and other pertinent information regarding itself as may be reasonably requested by the other Party; (iii) assisting the other Party and its lenders or underwriters (upon delivering a signed non-disclosure undertakings in customary agreementsform, where applicable) in the preparation of, and providing the other Party a written authorization for the release of information in, (i) necessary, customary or advisable offering materials (including underwriting prospectuses, offering memoranda, and purchase agreementsroad show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement and (ii) necessary, customary or advisable materials for rating agency presentations; (iv) cooperating with the other Party in connection with the debt financingapplications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such Financing Matter; (iiv) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use using its commercially reasonable efforts to obtain customary accountants’ comfort letters of accountants letters, legal opinions and legal opinions, other documentation and (v) otherwise make available documents and information items relating to such Financing Matter as reasonably requested by the Company other Party and, if requested by the other Party, to cooperate with and assist it in obtaining such documentation and items; (vi) using its Subsidiaries, in the case of each of commercially reasonable efforts to provide (i) through quarterly financial statements as soon as possible and in no event later than 45 days after the end of each fiscal quarter (iv)other than the fourth quarter) and (ii) annual financial statements prepared in accordance with Canadian GAAP, including an auditors’ report thereon, as soon as possible and in no event later than 90 days after the end of the fiscal year, in each case prior to the Effective Date; (vii) executing and delivering any certificates, legal opinions or documents, as may be reasonably requested by Parent; provided that the foregoing clauses other Party (including a certificate of the Chief Financial Officer of the cooperating Party or any of its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such Financing Matter); (viii) using its commercially reasonable efforts to take actions necessary to (i) through (v) do not (A) unreasonably interfere with permit the ongoing operations proposed lenders or underwriters to evaluate its and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Company Effective Time and (ii) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing, provided that, in connection with any financing by a Party, no right of any lender in respect of the other Party, nor obligations of such other Party or any of its Subsidiaries, thereunder shall be effective until the Effective Time; and (ix) taking all corporate actions requested by the other Party that are necessary or customary to permit the consummation of such Financing Matter. (b) Notwithstanding Section 5.4(a), neither Party, nor any of its Subsidiaries shall be required by the other Party to (i) pay any commitment, consent or other similar fee or incur any other liability (other than indemnity as described below) in connection with any such financing prior to the Effective Time, (ii) take any action or do anything that would (A) contravene any applicable Law, (B) cause contravene any representation of its or warranty in this Agreement any of its Subsidiaries’ agreements that relates to be breached, borrowed money or (C) cause be capable of impairing or preventing the satisfaction of any condition to Closing set forth in Article VI 6, (iii) commit to fail to be satisfied or otherwise cause take any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of action (Dother than indemnity as described below) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost that is not conditioned contingent on the Closing and does not terminate without liability to the Company or any consummation of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject at the Effective Time, or (iv) except as required to a financing contingency. The Company shall act comply with applicable Laws, disclose any information that in good faith the reasonable judgment of such Party would result in using commercially reasonable efforts the disclosure of any trade secrets or similar information or violate any obligations of such Party or any other Person with respect to assist Parent confidentiality. (c) Each Party agrees to indemnify and Merger Sub save harmless the other Party and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with any actions or omissions by any of them in connection with any request by the arrangement requesting Party made pursuant to this Section 5.4 and for any alleged misstatement or omission in any information provided by the indemnifying Party hereunder at the request of any financing as described above, but Parent as Merger Sub the requesting Party (other than historical factual information to the extent prepared by the requesting Party and relating to the requesting Party and its Subsidiaries) except that such Party shall not assert be liable in any such case to the extent that any failure such liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties arise out of the negligence or willful misconduct of the other Party. Each Party shall promptly upon request by the other Party and from time to comply time reimburse the cooperating Party and its Subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the cooperating Party or its Subsidiaries and their Representatives in connection with any of the actions contemplated by this Section 5.11 5.4, including, if this Agreement is terminated by the cooperating Party (other than pursuant to Section 8.1(f) or Section 8.1(g)) in accordance with its terms, in connection with any unwinding or similar transactions by the cooperating Party or its Subsidiaries required as a reason not result of actions taken pursuant to consummate the transactions contemplated hereby or to terminate this AgreementSection 5.4.

Financing Assistance. (a) Prior Subject to Section 5.9(b), each of the ClosingParties shall use commercially reasonable efforts to provide and cause its Subsidiaries to provide, the Company and shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and to have its and their respective officersRepresentatives provide, employees and representatives such cooperation to use their commercially reasonable efforts to, assist Parent and Merger Sub the other Party as such Party may reasonably request in connection with the arrangement of arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any financing to be consummated prior to existing credit facilities, redeem, repay or contemporaneously with repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the Closing terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the transactions contemplated by this Agreementterms hereof, including any refinancing or replacement of any existingprovided that: (A) to the extent reasonably practicable, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiariessuch request is made on reasonable notice; provided that such assistance (B) cooperation does not (i) unreasonably interfere with the ongoing operations of the Company cooperating Party and its Subsidiaries or any unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of its Subsidiariestheir obligations hereunder; (C) other than in respect of indemnification as set out below, (ii) the cooperating Party shall not be required to provide, or cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve to provide, cooperation that involves any binding commitment by the cooperating Party or cost to the Company or any of its Subsidiaries Subsidiaries, which commitment or cost is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company such cooperating Party or any of its Subsidiaries upon the termination of this Agreement.; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested: (b) The Company shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreementsparticipating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions, at mutually agreeable dates and times, including underwriting sessions with prospective banks, lenders, underwriters, initial purchasers and purchase agreements, in connection with the debt financing, other financing sources; (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to furnishing the Company other Party and its Subsidiariesproposed lenders or underwriters (upon delivering signed non-disclosure undertakings in customary form, in the case of each of (i) through (ivwhere applicable), as soon as reasonably practicable, with such financial and other pertinent information regarding itself as may be reasonably requested by Parent; provided that the foregoing clauses other Party or its financing sources or otherwise customarily included in offering documents and materials in offerings of debt securities or syndications of bank financings; (iii) cooperating with reasonable and customary due diligence by potential banks, lenders, underwriters, initial purchasers or other financing sources, and counsel for any of the foregoing, at mutually agreeable dates and times; (iv) assisting the other Party and its banks, lenders, underwriters, initial purchasers or other financing sources (upon delivering signed non- disclosure undertakings in customary form, where applicable) in the preparation of, and providing the other Party a written authorization for the release of information in, (i) through necessary, customary or advisable offering materials (vincluding prospectuses, offering memoranda, private placement memoranda, confidential information memoranda, investor presentations and road show materials) do not (A) unreasonably interfere with the ongoing operations of the Company for any debt raised or any of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of (D) involve any binding commitment by or cost securities issued prior to the Company Effective Date or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.and

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause its the Company Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Parent and Merger Sub Purchaser in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the 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; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any of its SubsidiariesCompany Subsidiary, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries Company Subsidiary is a party or (iv) involve any binding commitment by or cost to the Company or any of its Subsidiaries Company Subsidiary which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries Company Subsidiary upon the termination of this Agreement. (b) The Company shall, and shall cause its the Company Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (iv), as may be reasonably requested by ParentPurchaser; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its SubsidiariesCompany Subsidiary, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries Company Subsidiary is a party of or (D) involve any binding commitment by or cost to the Company or any of its Subsidiaries Company Subsidiary which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries Company Subsidiary upon the termination of this Agreement. (c) For each fiscal month, quarter and year ending between the date of this Agreement and the Effective Time, the Company shall deliver to Purchaser: (i) unaudited monthly consolidated financial statements for the Company within 45 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for the Company within 45 days after the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for the Company within 90 days after the end of any fiscal year; 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. In connection with any offering of securities relating to the Financing, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), 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. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent reasonably requested by the Company, Purchaser shall keep the Company informed in reasonable detail of the status of its efforts to implement the Financing and, to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or prior to the Closing Date without obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement are not on the terms contemplated by this Agreement and subject only to a financing contingency. The Company shall act the satisfaction or waiver of the conditions set forth in good faith in using commercially reasonable efforts to assist Parent Sections 7.01 and Merger Sub in connection 7.03, regardless of whether Purchaser and PurchaserSub have complied with the arrangement all of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with their other obligations under this Agreement (including their obligations under this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement4.05).

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Parent and Merger Sub in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the 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; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any of its SubsidiariesSubsidiaries or give rise to costs or expenses of the Company or any of its Subsidiaries that are not advanced or promptly reimbursed by Parent, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI 8 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. (b) The Company shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (ivv), as may be reasonably requested by Parent; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its SubsidiariesSubsidiaries or give rise to costs or expenses of the Company or any of its Subsidiaries that are not advanced or promptly reimbursed by Parent, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI 8 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of (D) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.

Financing Assistance. (a) Prior to the Closing, in the event that Buyer determines in its sole discretion to obtain debt financing at the Closing for the purpose of financing the transactions contemplated hereby (the “Debt Financing”), the Seller shall use commercially reasonable efforts, and shall cause the Company to use commercially reasonable efforts, to cooperate with Buyer (and, where applicable or reasonably requested, shall use its commercially reasonable efforts to, and shall to cause its the Company Subsidiaries and its and their respective directors, officers, employees employees, agents and representatives to use their commercially reasonable efforts tocooperate), assist Parent in each case, at Buyer’s sole cost and Merger Sub expense, as reasonably requested by Buyer in connection with the arrangement Debt Financing, including by (i) furnishing the Buyer with, to the extent reasonably available to the Company Group, the financial information and other information regarding the Company Group that is customary and necessary in connection with arranging and obtaining the Debt Financing as promptly as reasonably practicable following the request therefor by the Buyer and (ii) providing reasonable cooperation in connection with the payoff of any each item of Indebtedness for Borrowed Money and the release of related liens and termination of security interests, including delivering the payoff letters contemplated by Section 2.6(d)(I) and UCC-3 or equivalent financing to be consummated statements, in each case, at or prior to or contemporaneously with the contemplated Closing in respect of Date and drafts thereof within a reasonable time period prior to 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 SubsidiariesClosing Date; provided that nothing herein shall require such assistance does not (i) cooperation to the extent it would unreasonably interfere with the ongoing business or operations of the Company Group. Notwithstanding the foregoing: (A) no member of the Company Group shall be required to commit to take any action that (1) is not contingent upon the Closing, (2) would be effective prior to the Closing or (3) would encumber any assets of any member of the Company Group prior to the Closing; and (B) no member of the Company Group or any of its Subsidiariestheir respective representatives shall, in connection with the Debt Financing, (ii1) cause be required to take any representation action that would result in a violation of applicable Law or warranty in this Agreement breach of any Contract or subject it to be breachedactual or potential Liability, (iii2) cause be required to bear any condition cost or expense unless prior reimbursement has been received by such member of the Company Group or its representatives, as applicable, (3) be required to Closing set forth pay any commitment fees or other amounts or make any other payment or incur any other Liability or provide or agree to provide any indemnity prior to the Closing, (4) be required to take any action in Article VI the capacity as a member of the board of managers or similar body to fail to be satisfied authorize or otherwise cause approve the Debt Financing, (5) have any breach of this Agreement liability or any material obligation under any definitive Debt Financing agreement or any related document or other agreement or document related to which the Debt Financing, other than any such Liability or obligation of a member of the Company or Group following the Closing, (6) be required to incur any other Liability in connection with the Debt Financing, other than any other Liability incurred by member of its Subsidiaries is a party or (iv) involve any binding commitment by or cost to the Company Group following the Closing, (7) be required to disclose or provide any information the disclosure of its Subsidiaries which commitment or cost is not conditioned on which, in the Closing and does not terminate without liability to reasonable judgment of the Company Group, is restricted by Contract, applicable Law, order, is subject to attorney-client privilege or could result in the disclosure of any trade secrets of its Subsidiaries upon third parties or violate any obligation of a member of the termination Company Group with respect to confidentiality (provided that such member of this Agreement. (b) The the Company shall, and shall cause its Subsidiaries to and Group shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, provide such information in connection with the debt financinga manner which would not contravene any such Contract or Law or jeopardize such privilege or confidentiality obligation), (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, 8) be required to issue a private placement memorandamemorandum, prospectuses confidential information memorandum or prospectus (and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (iv), as may be reasonably requested by Parent; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations no such private placement memorandum or prospectus shall reflect a member of the Company or any of its SubsidiariesGroup as the issuer), (B9) cause be required to issue any representation offering or warranty in this Agreement to be breached, (C) cause information document or provide or deliver any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of (D) involve any binding commitment by or cost legal opinion prior to the Company Closing, or any of its Subsidiaries which commitment (10) be required to participate in “road shows” or cost is not conditioned on the Closing and does not terminate without liability to the Company similar sales or any of its Subsidiaries upon the termination of this Agreementmarketing events. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.

Financing Assistance. (a) Prior Subject to Section 5.9(b), each of the ClosingParties shall use commercially reasonable efforts to provide and cause its Subsidiaries to provide, the Company and shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and to have its and their respective officersRepresentatives provide, employees and representatives such cooperation to use their commercially reasonable efforts to, assist Parent and Merger Sub the other Party as such Party may reasonably request in connection with the arrangement of arrangements by such other Party to repay or refinance existing credit facilities, obtain new or amend any financing to be consummated prior to existing credit facilities, redeem, repay or contemporaneously with repurchase existing debt securities (and/or defease or satisfy and discharge related indentures), issue securities publicly or privately, or waive or amend the Closing terms of, exchange, or seek or solicit consents in respect of existing debt securities (each a “Financing Matter”), subject to the transactions contemplated by this Agreementterms hereof, including any refinancing or replacement of any existingprovided that: (A) to the extent reasonably practicable, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiariessuch request is made on reasonable notice; provided that such assistance (B) cooperation does not (i) unreasonably interfere with the ongoing operations of the Company cooperating Party and its Subsidiaries or any unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of its Subsidiariestheir obligations hereunder; (C) other than in respect of indemnification as set out below, (ii) the cooperating Party shall not be required to provide, or cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve to provide, cooperation that involves any binding commitment by the cooperating Party or cost to the Company or any of its Subsidiaries Subsidiaries, which commitment or cost is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company such cooperating Party or any of its Subsidiaries upon the termination of this Agreement.; and (D) any actions taken hereunder are in compliance with Section 5.1 and Section 5.3, as applicable, including one or more of the following cooperative actions as so requested: (b) The Company shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreementsparticipating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions, at mutually agreeable dates and times, including underwriting sessions with prospective banks, lenders, underwriters, initial purchasers and purchase agreements, in connection with the debt financing, other financing sources; (ii) participate furnishing the other Party and its proposed lenders or underwriters (upon delivering signed non-disclosure undertakings in meetingscustomary form, due diligence sessions where applicable), as soon as reasonably practicable, with such financial and road shows, other pertinent information regarding itself as may be reasonably requested by the other Party or its financing sources or otherwise customarily included in offering documents and materials in offerings of debt securities or syndications of bank financings; (iii) assist cooperating with reasonable and customary due diligence by potential banks, lenders, underwriters, initial purchasers or other financing sources, and counsel for any of the foregoing, at mutually agreeable dates and times; (iv) assisting the other Party and its banks, lenders, underwriters, initial purchasers or other financing sources (upon delivering signed non-disclosure undertakings in preparing customary form, where applicable) in the preparation of, and providing the other Party a written authorization for the release of information in, (i) necessary, customary or advisable offering materials (including prospectuses, offering memoranda, rating agency presentations, private placement memoranda, prospectuses confidential information memoranda, investor presentations and similar documentsroad show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement and (ii) necessary, customary or advisable materials for rating agency presentations; (ivv) use cooperating with the other Party in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such Financing Matter; (vi) using its commercially reasonable efforts to obtain customary accountants comfort letters of accountants letters, legal opinions and legal opinions, other documentation and (v) otherwise make available documents and information items relating to such Financing Matter as reasonably requested by the Company other Party and, if requested by the other Party, to cooperate with and assist it in obtaining such documentation and items; (vii) using its Subsidiariescommercially reasonable efforts to provide (i) in the case of Stars, quarterly financial statements as soon as possible and in no event later than 45 days after the end of each fiscal quarter (other than the fourth quarter) and, in the case of Flutter, half-year financial statements as soon as possible and in no event 90 days after the end of the applicable half year period, and (ii) annual financial statements prepared in accordance with Canadian GAAP or IFRS, as applicable, including an auditors’ report thereon, as soon as possible and in no event later than 90 days (in the case of Stars) or 180 days (in the case of Flutter), as applicable, after the end of the fiscal year, in each case prior to the Effective Date; (viii) assisting the other Party in the preparation of pro forma financial statements and other pro forma information customarily included in offering documents for similar debt securities or syndicated bank financing; (ix) causing their auditors to provide reasonable and customary assistance and cooperation, including (i) through participating in drafting sessions and accounting due diligence sessions and (ivii) provision of one or more comfort letters customarily provided in offerings of debt securities, and providing customary representation letters to such accountants; (x) using its commercially reasonable efforts to procure the execution and delivery of any legal opinions, and executing and delivering any documents or certificates, as may be reasonably requested by the other Party (including a certificate of the Chief Financial Officer of the cooperating Party or any of its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such Financing Matter, provided that any such certificate shall be given without personal liability); (xi) facilitating the execution and delivery of any definitive finance agreements, purchase agreements, indentures, notes, guarantees, resolutions and/or any other documents related to any proposed Financing Matter, that is effective as of the Effective Time (or which is in connection with a Financing Matter requested by Flutter in connection with a redemption, repayment, repurchase and/or satisfaction and discharge of the Stars Senior Notes Indenture or Stars Credit Agreement), as may be reasonably requested by Parent; provided the other Party; (xii) facilitating the pledging, preparation, execution and delivery of any customary security and pledge documents, or other customary certificates, instruments, guarantees or documents as may be reasonably requested by the other Party to facilitate any pledging of collateral, in connection with any Financing Matter that is effective as of the foregoing clauses Effective Time (or which is in connection with a Financing Matter requested by Flutter in connection with a redemption, repayment, repurchase and/or satisfaction and discharge of the Stars Senior Notes Indenture or Stars Credit Agreement); (xiii) using its commercially reasonable efforts to take actions necessary to (i) through permit the proposed lenders or underwriters to evaluate its and its Subsidiaries’ current assets and (vii) do not (A) unreasonably interfere with the ongoing operations establish, effective as of the Company Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing, provided that, in connection with any financing by a Party, no right of any lender in respect of the other Party, nor obligations of such other Party or any of its Subsidiaries, thereunder shall be effective until the Effective Time; (Bxiv) cause any representation providing the other Party’s financing sources all documentation and other information reasonably requested in writing by the other Party or warranty in this Agreement such financing sources as promptly as practicable prior to the Effective Time, to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; and (xv) taking all corporate actions requested by the other Party that are commercially reasonable to be breachedtaken by the cooperating Party and are necessary or customary to permit the consummation of such Financing Matter. (b) Neither Party, nor any of its Subsidiaries shall be required by the other Party to (a) pay any commitment, consent or other similar fee or incur any other liability (other than indemnity as described below) in connection with any such financing prior to the Effective Time, (Cb) cause take any action or do anything that would (i) contravene any applicable Law, (ii) contravene any of its or any of its Subsidiaries’ agreements with third parties that relates to borrowed money or (iii) be capable of impairing or preventing the satisfaction of any condition to Closing set forth in Article VI 6, (iv) commit to fail to be satisfied or otherwise cause take any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of action (Dother than indemnity as described below) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost that is not conditioned contingent on the Closing and does not terminate without liability to the Company or any consummation of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject at the Effective Time, or (v) except as required to comply with applicable Laws, require it to disclose any information that in the reasonable judgment of such Party would result in the disclosure of any trade secrets or similar information or violate any obligations of such Party or any other Person with respect to confidentiality. (c) Without prejudice to the generality of Section 5.9(a), prior to the Effective Time, upon the request of Flutter, Stars shall, and shall cause its Subsidiaries to, reasonably cooperate with Flutter and take all actions necessary to effect the redemption, repayment, repurchase and/or satisfaction and discharge of the Stars Senior Notes Indenture and the Stars Credit Agreement at or substantially concurrently with the Effective Time, including, without limitation, (i) preparation and delivery of all notices of redemption or repayment, (ii) preparation, execution and delivery of all certificates and other documentation necessary under the Stars Senior Notes Indenture and Stars Credit Agreement, as applicable, (iii) preparation of all documents necessary to effect the release of all guarantees and Liens under such indebtedness, (iv) obtaining and delivering to Flutter in form and substance reasonably satisfactory to Flutter customary payoff letters, lien and guarantee releases and/or instruments of termination, evidencing that the Stars Senior Notes Indenture and the Stars Credit Agreement have been terminated or repaid and that all guarantees and Liens securing any such indebtedness shall have been released and authorizing Flutter or its designees to file UCC-3 termination statements or take such other action necessary or desirable to evidence the termination of such Liens, and (v) preparation of any and all documentation requested by the trustee and/or agent under the Stars Senior Notes Indenture or the Stars Credit Agreement in order to effect the redemption, repayment, repurchase and/or satisfaction and discharge of the Stars Senior Notes Indenture and the Stars Credit Agreement, as applicable. Stars shall prepare and give Flutter a financing contingencyreasonable amount of time to review all such documentation related to the repurchase, redemption, repayment, satisfaction and discharge of the Stars Senior Notes Indenture and the repayment in full and termination of the Stars Credit Agreement. The Company Stars shall act in good faith in using commercially use reasonable best efforts to assist Parent provide Flutter with: (i) an estimated amount (with calculations) necessary to redeem, repay, repurchase or retire the Stars Senior Notes Indenture at least 75 days prior to the anticipated Effective Date and Merger Sub the exact amount (with calculations) at least 60 days prior to the anticipated Effective Date (and each such other date as Flutter may reasonably request in writing); and (ii) an estimated amount (with calculations) necessary to redeem, repay, repurchase or retire the Stars Credit Agreement at least 7 Business Days prior to the anticipated Effective Date and the exact amount (with calculations) within 3 Business Days prior to the anticipated Effective Date (and each such other date as Flutter may reasonably request in writing). (d) Each Party agrees to indemnify and save harmless the other Party, its Subsidiaries and their respective agents and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with any actions or omissions by any of them in connection with any request by the arrangement requesting Party made pursuant to this Section 5.9 and for any alleged misstatement or omission in any information provided by the indemnifying Party hereunder at the request of any financing as described above, but Parent as Merger Sub the requesting Party (other than historical factual information to the extent prepared by the requesting Party and relating to the requesting Party and its Subsidiaries) except that such Party shall not assert be liable in any such case to the extent that any failure such liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties arise out of the negligence or wilful misconduct of the other Party. Each Party shall promptly upon request by the other Party and from time to comply time reimburse the cooperating Party and its Subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the cooperating Party or its Subsidiaries and their Representatives in connection with any of the actions contemplated by this Section 5.11 5.9, including, if this Agreement is terminated by the cooperating Party (other than in circumstances where the cooperating Party is required to pay a fee upon such termination) in accordance with its terms, in connection with any unwinding or similar transactions by the cooperating Party or its Subsidiaries required as a reason not result of actions taken pursuant to consummate the transactions contemplated hereby or to terminate this AgreementSection 5.9.

Financing Assistance. (a1) Prior to Each of the Closing, the Company shall use its commercially reasonable efforts toParties shall, and shall cause its Subsidiaries to, and shall use its reasonable commercial efforts to have its and their respective officersRepresentatives, employees and representatives provide such cooperation to use their commercially reasonable efforts to, assist Parent and Merger Sub the other Party as such Party may reasonably request in connection with the arrangement of arrangements by such other Party to obtain new or amend any financing existing credit facilities or issue securities publicly or privately, subject to be consummated prior to or contemporaneously with the 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; terms hereof (provided that (A) to the extent reasonably practicable, such assistance request is made on reasonable notice, (B) cooperation does not (i) unreasonably interfere with the ongoing operations of the Company cooperating Party and its Subsidiaries or any unreasonably interfere with or hinder or delay the performance by the cooperating Party or its Subsidiaries of its Subsidiariestheir obligations hereunder, (iiC) other than in respect of indemnification as set out below, the cooperating Party shall not be required to provide, or cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve to provide, cooperation that involves any binding commitment by the cooperating Party or cost to the Company or any of its Subsidiaries Subsidiaries, which commitment or cost is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company such cooperating Party or any of its Subsidiaries upon the termination of this Agreement.; and (D) any actions taken hereunder are in compliance with Sections 5.1 and 5.2), including one or more of the following cooperative actions as so requested: (a) participating in meetings (including meetings with rating agencies), drafting sessions and due diligence sessions; (b) The Company shallfurnishing the other Party and its proposed lenders or underwriters with such financial and other pertinent information regarding itself as may be reasonably requested by the other Party; (c) assisting the other Party and its lenders or underwriters (upon delivering a signed non-disclosure undertakings in customary form, where applicable) in the preparation of, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officersproviding the other Party a written authorization for the release of information in, employees and representatives to (i) enter into necessary, customary agreementsor advisable offering materials (including prospectuses, including underwriting offering memoranda, and purchase agreementsroad show materials) for any debt raised or securities issued prior to the Effective Date or the termination of this Agreement and (ii) necessary, customary or advisable materials for rating agency presentations; (d) cooperating with the other Party in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such financing; (e) using its reasonable commercial efforts to obtain customary accountants’ comfort letters, legal opinions, appraisals, surveys, certificate of location and plan, title insurance or title opinions from a firm carrying acceptable insurance coverage and other documentation and items relating to such debt financing or securities issue as reasonably requested by the debt financingother Party and, if requested by the other Party, to cooperate with and assist it in obtaining such documentation and items; (f) using its reasonable commercial efforts to provide (i) monthly financial statements as soon as possible and in no event later than 25 days after the end of each month, (ii) participate quarterly financial statements as soon as possible and in meetingsno event later than 45 days after the end of each fiscal quarter (other than the fourth quarter), due diligence sessions and road shows, (iii) assist annual financial statements prepared in preparing offering memorandaaccordance with Canadian GAAP, rating agency presentationsincluding an auditors’ report thereon, private placement memorandaas soon as possible and in no event later than 90 days after the end of the fiscal year, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating in each case prior to the Company Effective Date; (g) executing and its Subsidiariesdelivering, in to be effective as of the case of each of (i) through (iv)Effective Time, any certificates, legal opinions or documents, as may be reasonably requested by Parent; provided that the foregoing clauses other Party (including a certificate of the Chief Financial Officer of the cooperating Party or any of its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to such debt financing or securities issue); (h) using its reasonable commercial efforts to take actions necessary to (i) through (v) do not (A) unreasonably interfere with permit the ongoing operations proposed lenders or underwriters to evaluate its and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Company Effective Time and (ii) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with such debt financing, provided that, in connection with any financing by a Party, no right of any lender in respect of the other Party, nor obligations of such other Party or any of its Subsidiaries, thereunder shall be effective until the Effective Time; and (Bi) cause any representation or warranty in this Agreement taking all corporate actions, to be breachedeffective at the Effective Time, requested by the other Party that are necessary or customary to permit the consummation of such financing. (2) Notwithstanding Section 5.5(1), neither Party, nor any of its Subsidiaries shall be required by the other Party to (a) pay any commitment, consent or other similar fee or incur any other liability (other than indemnity as described below) in connection with any such financing prior to the Effective Time, (Cb) cause take any action or do anything that would (i) contravene any applicable Law, (ii) contravene any of its or any of its Subsidiaries’ agreements that relates to borrowed money or (iii) be capable of impairing or preventing the satisfaction of any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party of (D) involve any binding commitment by or cost to the Company or any of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any of its Subsidiaries upon the termination of this Agreement. VI, (c) For commit to take any action (other than indemnity as described below) that is not contingent on the avoidance consummation of doubt, the transactions contemplated by this Agreement are not subject at the Effective Time, or (d) except as required to a financing contingency. The Company shall act comply with applicable Laws, disclose any information that in good faith the reasonable judgment of such Party would result in using commercially reasonable efforts the disclosure of any trade secrets or similar information or violate any obligations of such Party or any other Person with respect to assist Parent confidentiality. (3) Each Party agrees to indemnify and Merger Sub save harmless the other Party and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with any actions or omissions by any of them in connection with any request by the arrangement requesting Party made pursuant to this Section 5.5 and for any alleged misstatement or omission in any information provided by the indemnifying Party hereunder at the request of any financing as described above, but Parent as Merger Sub the requesting Party (other than historical factual information to the extent prepared by the requesting Party and relating to the requesting Party and its Subsidiaries) except that such Party shall not assert be liable in any such case to the extent that any failure such liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties arise out of the negligence or willful misconduct of the other Party. Each Party shall promptly upon request by the other Party and from time to comply time reimburse the cooperating Party and its Subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the cooperating Party or its Subsidiaries and their Representatives in connection with any of the actions contemplated by this Section 5.11 5.5, including, if this Agreement is terminated by the cooperating Party (other than pursuant to Section 8.1(e) or 8.1(f)) in accordance with its terms, in connection with any unwinding or similar transactions by the cooperating Party or its Subsidiaries required as a reason not result of actions taken pursuant to consummate the transactions contemplated hereby or to terminate this AgreementSection 5.5.

Financing Assistance. (a) Prior to the Closing, the Company Seller shall use its commercially reasonable efforts to, and shall cause its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Parent and Merger Sub Buyer in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Call Closing in respect of the transactions contemplated by this AgreementAgreement or development of the Master Plan, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and Buyer or its Subsidiaries; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company Seller or any of its Subsidiaries, the EPE Entities or (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any of its Subsidiaries is a party or (iv) involve any binding commitment by or cost to the Company Seller or any of its Subsidiaries which commitment or cost is not conditioned on the Call Closing and does not terminate without liability to the Company Seller or any of its Subsidiaries upon the termination of this Agreement. (b) The Company Further to the foregoing, prior to the Closing and at Buyer’s cost and expense, Seller shall, and shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to, to the extent applicable, (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iiiii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iviii) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (viv) otherwise make available documents and information relating to the Company Seller and its Subsidiaries, in the case of each of (i) through (iviii), as may be reasonably requested by ParentBuyer; provided that the foregoing clauses (i) through (viv) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company Seller or any of its Subsidiaries is a party of or (DB) involve any binding commitment by or cost to the Company Seller or any of its Subsidiaries which commitment or cost is not conditioned on the Call Closing and does not terminate without liability to the Company Seller or any of its Subsidiaries upon the termination of this Agreement. (c) For the avoidance of doubt, the transactions contemplated by this Agreement are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to comply with this Section 5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.