Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause the other Acquired Companies to, use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by 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 the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) the historical consolidated financial statements 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) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information 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 Financing 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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of 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 at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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 the use of the trademarks, 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 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, 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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; 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.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause the other Acquired Companies to, its Subsidiaries to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Buyer 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 other Acquired Companies), which cooperation shall consist generality of the foregoing sentence, prior to the Closing, the Company usingshall, and causing the other Acquired Companies shall cause its Subsidiaries to use, 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 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, 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, confidential information memoranda, financial statements, private placement memoranda, 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) the historical audited consolidated financial balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company required for each of the three fiscal years most recently ended more than 60 days prior to have been received by the Lead Arrangers Closing Date (as defined in the Financing Commitment Letter as in effect on the date hereof) pursuant to, and audit reports for such financial statements shall not be subject to the terms ofany “going concern” qualifications), Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such 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 40 days prior to the Closing Date and (C) all other customary 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 Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Buyer to Parent, the extent such information is Financing Sources, or as may be requested by the SEC in connection with the completion 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 Financing 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 abovefinancing, (ii) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iiiv) provide to Buyer Parent and the Financing Sources promptly, and in any event at least four five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of Annex C of the Financing Commitment Letter 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 ten 10 Business Days prior to the Closing Date, (ivvi) obtain any necessary approvals consents from the Company’s independent public accounting firm in connection with any offering documentfilings with the SEC, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vivii) in connection with any 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 (including “negative assurance” comfort) and firm, (B) cause the Company’s independent public accounting firm to agree 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 SEC or any prospectus, offering memoranda, private placement memoranda memoranda, marketing material or similar documentation, including by providing customary representation lettersletters and (C) cause the 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 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, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and 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 the other Acquired Companiesits Subsidiaries, (viiixi) facilitate the creationprovide or cause to be provided any customary certificates, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies, or other customary closing documents as may reasonably be requested by Buyer, in connection with the Debt Financing and the Alternative Financing and (ixxii) consent to the use of the trademarks, service marks and logos of the Company or any of the other Acquired Companies 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 the other Acquired Companiesits Subsidiaries. Notwithstanding the foregoing, (1) neither the Company nor any of the other Acquired Companies 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) 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, the other Acquired Companies 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, Closing (4other than authorization letters contemplated by clause (viii) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, this Section 6.03(a) and for the avoidance of doubt, the provision boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Required Information) that would subject any such person Company and its Subsidiaries as may be required by the Financing Sources pursuant to actual the Debt Commitment Letter at, or potential liabilityas of, the Closing), and (53) nothing shall obligate the Company or any of the other Acquired Companies 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; 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.

Financing Assistance. (a) Prior Subject to the Closingterms of Section 7.11 and this Section 7.12, the Company shall, and shall cause the other Acquired Companies its Subsidiaries to, 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 Buyer cooperate 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 the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) the historical consolidated financial statements of the Company required to have been received debt financing contemplated by the Lead Arrangers (as defined in the Financing Debt Commitment Letter as in effect on or any alternative debt financing for the date hereof) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries transactions contemplated by this Agreement as may be reasonably requested by Buyer to 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 extent such information 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 Financing or (y) financial statements of the Company or and its Subsidiaries other than as set forth identified in Section 7(a) 12 of Annex C Exhibit D of the Financing Debt Commitment Letter (excluding any Pro Forma Financial Information) (the “Required Financial Information”) and as set forth above, (ii) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, interim financial statements for any month or quarter after the date of this Agreement; (iii) provide 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 Buyer 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 foregoing; (vi) using commercially reasonable efforts to obtain customary accountants' comfort letters with respect to financial information derived from the financial statements of the Company; (vii) providing such customary information (including all customary financial information related to the 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 certificate or other representation regarding solvency or similar matters); (viii) requesting customary payoff 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 existing credit agreements to which the Company and its Subsidiaries are parties, and furnishing Parent and its lenders promptly, and in any event at least four Business Days ten (10) days prior to the Closing Date, with all documentation and other information about the Company and its Affiliates required by Section 8 of Annex C of any Governmental Body with respect to the Debt Financing Commitment Letter under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that is required Uniting and Strengthening America by Providing Appropriate Tools Required to the extent such documentation Intercept and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any securities offering contemplated as part Obstruct Terrorism Act 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 agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies2001, as reasonably requested by Buyer, in connection with the Debt Financing amended); and (ix) consent at Parent's request and direction, using commercially reasonable efforts to ensure that any efforts to syndicate the use 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 trademarks, service marks Pro Forma Financial Information and logos of the Company or and its Subsidiaries will not have any of the other Acquired Companies Liability 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 Companiesrespect 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 the other Acquired Companies 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) at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company shall not be 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 5.05 to provide a restatement of any historical financial statements of 7.12, including in connection with the Company that would not have been required other than for the purposes preparation of the Debt Financing, (3) none of Offering Documents and the Pro Forma Financial Information. Parent shall indemnify and hold harmless the Company, the other Acquired Companies or its Subsidiaries and their respective officers, directors 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 employees 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 7.12 and any information utilized in connection therewith. The Company hereby consents to the use of its and its Subsidiary's logos in connection with the debt financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. All non-public or other confidential information provided by the Company pursuant to this Section 7.12 shall be required kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to execute or enter disclose such information to potential sources of capital 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 or perform any agreement customary confidentiality undertakings with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closingsuch information, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate with the Company or any of 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 being a violation of Applicable Law or loss of any privilege; 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 beneficiary of such information or action covered by such privilege or Applicable Lawconfidentiality undertakings.

Financing Assistance. (a) Prior 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 the other Acquired Companies to, use Company’s Subsidiaries 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 Buyer 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 the other Acquired CompaniesTransaction”), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially including using reasonable best efforts to: (i) as promptly as reasonably practicable provide (A) furnish to Purchaser such customary information regarding the Company and its Subsidiaries, including such historical consolidated financial statements of the Company required to have been received (which for the avoidance of doubt includes at least audited financial statements for the two most recently completed fiscal years as well as interim financial statements and notes (reviewed by the Lead Arrangers auditors at a SAS 100 (as defined or any applicable successor thereto) level) for each subsequent fiscal quarter ended at least forty-five (45) days prior to any pricing date occurring during the Marketing Period (but excluding the fourth quarter of any fiscal year)) (the financial statements referenced in the Financing Commitment Letter as in effect on foregoing parenthetical, the date hereof) pursuant to“Historical Financials”), and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer Purchaser to the extent such information 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 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 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 or 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 provided), Item 402 of Regulation S-K, information regarding executive compensation related to SEC Release Nos. 33-33- 8732A, 34-54302A and IC-27444A (other than customary disclosure with respect to material related party transactionsIC-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 Securities ActAct 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)) (clauses (A) and (B)subject to the immediately following proviso, togethercollectively, the “Required Financial Information”); provided that, in no event shall the Required Information be deemed to include or shall the Company otherwise be required to provide (xii) pro forma financial statements or pro forma adjustments related to the Debt Financing or participate (y) financial statements and cause senior officers and representatives of the Company or and its Subsidiaries to participate) in a reasonable number of due diligence (including customary auditor due diligence) and other than as set forth meetings and presentations with prospective lenders and investors (including the Financing Sources), and sessions with the ratings agencies, in Section 7(a) of Annex C each case in connection with the Financing Transactions and only to the extent customarily needed for financings of the type contemplated by the Financing Commitment Letter and as set forth above, Transactions; (iiiii) reasonably assist Buyer Purchaser and the Financing Sources in preparing their preparation of (A) any bank information memoranda (including the delivery of customary offering memorandaauthorization and representation letters to the extent contemplated by any Financing Transaction and customary representation letters to the Company’s auditors), confidential information memoranda memorandums and private placement memorandarelated lender presentations, (iiiB) 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) provide Purchaser all documentation and other information with respect to Buyer the Company and its Subsidiaries as shall have been reasonably requested in writing by Purchaser at least four eight (8) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates Date that is required by Section 8 of Annex C of in connection with the Financing Commitment Letter Transactions by U.S. regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, USA Patriot Act of 2001 and 31 C.F.R.§1010.230 and that is are required in connection with any Financing Transaction; (vi) facilitate the Company’s independent accountants delivery of consents and customary “comfort letters” (including as to negative assurances) in connection with the Financing Transactions and only to the extent customarily required for financings of the type contemplated by the Financing Transactions; (vii) cooperating and providing customary information reasonably required by the Financing Sources in the context of due diligence and verification relating to the Financing Transactions, in compliance with applicable requirements of Law and customary practice, and (viii) cooperating in the discharge and termination of the Company 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 documentation 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 information is definitive financing documents, or other certificates, instruments or documents as may be reasonably requested by the Purchaser in writing 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, (A) 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 at least ten Business Days 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 prior to the Closing, (2) incur or assume any liability in connection with the financings contemplated by the Financing Transactions, (3) 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 directors, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument (other than the authorization and representation letters contemplated above), with respect to the Financing Transactions that is not contingent upon the Closing or that would be effective prior to the Closing Date, (iv) obtain any necessary approvals from and the directors and managers of the Company’s independent public accounting firm in connection with any offering documentSubsidiaries shall not be required to adopt resolutions approving the agreements, (v) provide reasonable documents and customary access instruments pursuant to which the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 theretoFinancing Transactions are obtained, in each case which are effective prior to the extent, and solely Closing. Notwithstanding anything to the extentcontrary, such materials relate to information concerning the Company shall be deemed to have complied with this Section 7.06 for all purposes of this Agreement (including Article III and Article X) unless the other Acquired Companies, (viii) facilitate Financing Transaction has not been obtained primarily as a result of the creation, perfection Company’s willful breach of its obligations under this Section 7.06. The Company hereby consents to the use of its and enforcement of 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, its Subsidiary’s logos in connection with the Debt financing contemplated by the Financing and (ix) consent to the use of the trademarksTransactions; provided, 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 to, nor reasonably likely to to, harm or disparage the Company or any of the other Acquired Companies. Notwithstanding the foregoing, (1) neither the Company nor any of 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, 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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; 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’s Subsidiaries.

Financing Assistance. (a) Prior to and until the Closing, the Company shallshall 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 other Acquired Companies torespective officers, use its employees, agents and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations representatives of the Company and the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies its Subsidiaries to use, its and use their commercially reasonable best efforts to: , (i1) provide to Parent and Merger Sub 2, as promptly as reasonably practicable provide applicable, (Ax) the historical audited consolidated financial statements of the Company required to have been received by covering the Lead Arrangers three fiscal years immediately preceding the Closing for which audited consolidated financial statements are then currently available, unaudited financial statements (as defined in excluding footnotes) for any regular quarterly interim fiscal period or periods of the Financing Commitment Letter as in effect on Company ended after the date hereof) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information 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 most recent audited 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 Financing 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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days 45 days prior to the Closing Date, Date (within 45 days after the end of each such period) and (y) all documentation and other information about the Company and its Affiliates required by Section 8 of Annex C of the Financing Commitment Letter Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActU.S.A. Patriot Act of 2001, that is required and beneficial ownership regulations, but in each case, solely as relating to the Company and its Subsidiaries to the extent such documentation requested by the Parent and other information is requested in writing to the Company 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, Merger Sub 1 and 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 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 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 and usual and customary for transactions of the type contemplated by the Financing Commitment; provided that no obligation of the Company or any of its Subsidiaries under any such document or agreement shall be effective or filed in the public record until the Effective Time; (iv) obtain 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 and to arrange for the receipt of customary pay-off documentation evidencing the satisfaction and discharge of such Existing Indebtedness and the release of related Liens and termination of security interests with respect thereto, in each case, in form and substance reasonably acceptable to the Financing Sources; (vi) using reasonable best efforts to furnish to Parent, Merger Sub 1 and 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 in any event the financial statements required under Paragraph 9 of Annex III of the Commitment Letter, including any additional financial information and data regarding the Company and its Subsidiaries reasonably requested by Parent or the Financing Sources in connection with the Financing, (B) other financial data necessary approvals from or reasonably required to permit Parent to prepare customary pro forma financial statements in form and 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; (vii) [reserved]; (viii) [reserved], (ix) using reasonable best efforts to cause the independent auditors of the Company to assist and cooperate with Parent in connection with the Financing, including by providing consent to offering memoranda, registration statements and/or prospectus that include or incorporate the Company’s independent public accounting firm in connection with any offering documentconsolidated financial information and their reports thereon, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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” and change period comfort) and (B) cause the Company’s independent public accounting firm with respect to agree financial information relating to the inclusion Company and its Subsidiaries, (x) [reserved], (xi) using reasonable best efforts to cooperate with the Financing Sources’ due diligence requests and review, to the extent reasonably requested in connection with the Financing, (xii) [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 incorporation other offering materials as the Financing Sources may reasonably request for use in connection with the offering and/or syndication of their audit reports debt securities, loan participations and other matters contemplated with respect to the financial statements Financing, in obtaining third party consents in connection with such financing, and in extinguishing Existing Indebtedness for borrowed money of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 theretoand its Subsidiaries and releasing liens securing such Existing Indebtedness, in each case to take effect at the extentEffective Time, (xiv) [reserved], and solely (xv) using reasonable best efforts to take such actions as are reasonably requested by the Parent or the Financing Sources to facilitate the satisfaction of all conditions precedent to obtaining the Financing to the extent, such materials relate to information concerning extent within the control of the Company (including delivery of the stock and other equity certificates of the Company and the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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 its Subsidiaries to the use of the trademarks, service marks and logos of the Company or any of the other Acquired Companies in connection with the Debt FinancingParent); provided that such trademarksuntil the Effective Time occurs, 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 the other Acquired Companies 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) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to 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, Financing or (3C) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for Financing. For the avoidance of doubt, the provision Board of Directors of the Required Information) that would subject Company and each of its Subsidiaries, in each case as constituted prior to the Effective Time, shall not be required to adopt any such person to actual resolutions or potential liability, and (5) nothing shall obligate take any other action in connection with the Company or authorization of any of the other Acquired Companies to provideFinancing, 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 otherwise contingent upon the extent it would reasonably be expected, in the reasonable judgment occurrence of the Company, to result in a violation of Applicable Law or loss of any privilege; 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 LawEffective Time.

Financing Assistance. (a) Prior to the Closing, the Company shallSemGroup has agreed it will, and shall will cause the other Acquired Companies its subsidiaries and their respective representatives to, 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 Buyer Energy Transfer or any of its respective subsidiaries in connection with the arrangement of the Debt Financing (provided that such requested cooperation does merger or otherwise, but will not unreasonably interfere with the ongoing operations of the Company and the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) the historical consolidated financial statements 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) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information 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 Financing 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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of 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 at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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 the use of the trademarks, 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 the other Acquired Companies shall be required to pay any commitment or other similar fee fee, provide any security or incur any liability in connection with any financing prior to the Closing 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 other liability dispositions of SemGroup common stock or obligation 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 Debt Financingmerger; • 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 agreement of 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 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 adjournments or 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 material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (2i) in the Company shall 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 required cured prior to the End Date or, if by this Section 5.05 its nature such breach or failure is capable of being cured by the End Date, Energy Transfer does not or ceases to provide a restatement 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 historical financial statements of representation, warranty, covenant or other agreement contained in the Company that would merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has complied with its obligations not have been required other than for to solicit acquisition proposals or change its recommendation pursuant to the purposes of the Debt Financing, (3merger agreement) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required in order to execute or enter into or perform any a definitive agreement with respect to a superior offer (which it enters into with or promptly following the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closing, (4) none termination of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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 privilegemerger agreement); provided that the Company shall notify Buyer as to the nature and, to the extent possible without violating any such privilege purported termination by SemGroup will be void and of no force or Applicable Laws, substance of such information or action covered by such privilege or Applicable Laweffect unless SemGroup pays Energy Transfer the Breakup Fee summarized below.

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 the other Acquired Companies to, use Company’s Subsidiaries 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 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 the other Acquired Companies)Buyer, which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and including using their commercially respective reasonable best efforts to: (i) as promptly as reasonably practicable provide furnish Buyer and its financing sources with (A) the historical (1) audited consolidated financial statements of the Company required 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 have been received by the Lead Arrangers 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 defined 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 Financing Commitment Letter as in effect on case of the date hereof) pursuant tostatement of cash flows, and subject for the period from the beginning of the most recently completed fiscal year ended at least 90 days before the Closing Date to the terms of, Section 7(a) of Annex C last day of the Financing Commitment Letter 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 (as collectively, the information described in effect on this clause (i)(A), the date hereof“Required Financial Information”) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary pertinent financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to in connection with the extent such information is Debt Financing; (ii) assist Buyer and Buyer LLC Sub in their preparation 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 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 adjustments related to the 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 or Financing; (yiv) 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) reasonably assist Buyer and its financing sources in preparing customary the preparation of (A) any offering memorandadocuments, confidential information memoranda and private placement memoranda, bank information memoranda (iiiincluding any public-side versions thereof) provide 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 Buyer at least four 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 about with respect to the Company and its Affiliates 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 Section 8 of Annex C of the Financing Commitment Letter regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act, that is required to the extent such documentation and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date, ; (ivx) obtain any necessary approvals from the Company’s independent public accounting firm in connection cooperate with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any securities offering contemplated as part of the Debt Financing, (A) obtain customary comfort letters from the Company’s independent public accounting firm (including Financing Sources’ “negative assurancedue diligence” comfort) and (B) cause the Company’s independent public accounting firm to agree to the inclusion or incorporation of their audit reports investigation with respect to the financial statements 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 offering memoranda, private placement memoranda or similar documentation, including Debt Financing other than that contemplated by providing customary representation letters, (vii) reasonably assist with the preparation of the definitive documentation for the Debt FinancingCommitment Letter as in effect on the date hereof and referenced in Section 7.6, 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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 the use of the trademarks, service marks and logos of impose on 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 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 other Acquired Companies. Notwithstanding context of the foregoingDebt Financing contemplated by the Debt Commitment Letter as in effect on the date hereof and referenced in Section 7.6, (1x) neither such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (y) none of the Company nor any of the other Acquired Companies 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, (2) Commitment Letters or the Company shall not be required by this Section 5.05 definitive documentation relating 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, Financing and (3z) none of the Company, the other Acquired Companies or its Subsidiaries 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 ClosingEffective Time it being understood that Persons who are the general partners, (4) none members of the Companyboard of directors, managing members, or other equivalent governing body(ies) of the other Acquired Companies or Company and its Subsidiaries prior to the Effective Time in their respective officers, directors or employees capacity as such shall not be required to take any action (excluding, for pass resolutions or consents to approve or authorize the avoidance of doubt, the provision execution of the Required Information) Debt Financing). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that would subject any such person logos are used solely in a manner that is not intended to actual nor reasonably likely to harm or potential liability, and (5) nothing shall obligate disparage the Company or any of 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 Subsidiaries. Notwithstanding anything to the extent it would reasonably be expected, contrary provided in the reasonable judgment of the CompanyConfidentiality Agreement or herein, Buyer and its Affiliates and its and their Representatives shall be permitted to result in a violation of Applicable Law or loss of any privilege; provided that disclose information about the Company shall notify Buyer and its Subsidiaries as necessary and consistent with customary practices in connection with the Debt Financing subject 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 Lawcustomary confidentiality arrangements.

Financing Assistance. (a) Prior to the Closing, the The Company shalland its Subsidiaries shall use commercially reasonable efforts to, and shall cause the other Acquired Companies totheir respective officers, employees, 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 Buyer 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, the other Acquired Companies)financial information necessary to provide a customary presentation of EBITDA and adjusted EBITDA for a 144A offering of debt securities and audited and unaudited consolidated balance sheets and related statements of income, which cooperation shall consist stockholders’ equity and cash flows of the Company using, as of and causing for the other Acquired Companies most recent fiscal year ended at least 90 days prior to use, its the Closing Date and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) for each subsequent interim period ended at least 45 days prior to the historical consolidated financial statements of the Company required to have been received by the Lead Arrangers (as defined Closing Date and each comparable fiscal period in the Financing Commitment Letter prior fiscal year or as otherwise necessary in effect on the date hereof) pursuant to, and subject order to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as assist in effect on the date hereof) and drafts of receiving customary comfort letters “comfort” (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto 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 auditors would be accounting firms are prepared to issue at deliver upon Closing, (iii) executing and delivering reasonable and customary certificates, legal opinions and other documentation required by such financings, (iv) delivering notices of prepayment within the time periods required by the agreements governing the existing indebtedness for borrowed money of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may that will be repaid at Closing, and (v) taking all reasonable formal corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to the extent such information 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 Financing 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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of 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 at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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, Parent in connection with the Debt Financing and consummation of such financing; provided, however, that (ix) consent to the use of the trademarks, 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 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, (2A) the Company shall 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 its production would cause undue burden to the 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 the Merger unless otherwise expressly agreed by the Company as such and the Company shall have no liability with respect to any such documentation until such time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with the cooperation contemplated by this Section 5.05 5.08. The Company shall notify Parent promptly if it restates or intends to provide a restatement of restate 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, in whole or in part, or otherwise indicates its intent or the other Acquired Companies or their respective officers, directors or employees shall be required need 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or restate any of the other Acquired Companies to providefinancial statements included in clause (ii) above, 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; 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 Lawrestatement is under consideration.

Financing Assistance. (a) Prior Subject to the Closingterms of Section 7.11 and this Section 7.12, the Company shall, and shall cause the other Acquired Companies its Subsidiaries to, 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 Buyer cooperate 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 the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) the historical consolidated financial statements of the Company required to have been received debt financing contemplated by the Lead Arrangers (as defined in the Financing Debt Commitment Letter as in effect on or any alternative debt financing for the date hereof) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries transactions contemplated by this Agreement as may be reasonably requested by Buyer to 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 extent such information 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 Financing or (y) financial statements of the Company or and its Subsidiaries other than as set forth identified in Section 7(a) 12 of Annex C Exhibit D of the Financing Debt Commitment Letter (excluding any Pro Forma Financial Information) (the “Required Financial Information”) and as set forth above, (ii) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, interim financial statements for any month or quarter after the date of this Agreement; (iii) provide 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 Buyer 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 foregoing; (vi) using commercially reasonable efforts to obtain customary accountants’ comfort letters with respect to financial information derived from the financial statements of the Company; (vii) providing such customary information (including all customary financial information related to the 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 certificate or other representation regarding solvency or similar matters); (viii) requesting customary payoff 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 existing credit agreements to which the Company and its Subsidiaries are parties, and furnishing Parent and its lenders promptly, and in any event at least four Business Days ten (10) days prior to the Closing Date, with all documentation and other information about the Company and its Affiliates required by Section 8 of Annex C of any Governmental Body with respect to the Debt Financing Commitment Letter under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ActUniting 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 is required any efforts to syndicate the extent such documentation and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals Debt Financing benefit from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable existing lending and customary access to the Acquired Companies’ books investment banking relationships. Parent and records in accordance with Section 5.02 hereof, (vi) in connection with any 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) Merger Sub acknowledge and (B) cause the Company’s independent public accounting firm to agree to the inclusion or incorporation of their audit reports with respect to the financial statements of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) reasonably assist with that they are responsible for the preparation and content of Debt Offering Documents and 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, Pro Forma Financial Information and solely to the extent, such materials relate to information concerning the Company and the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of 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, its Subsidiaries will not have any Liability in connection with the Debt Financing and (ix) consent to the use of the trademarks, 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 Companiesrespect 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 the other Acquired Companies 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) at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company shall not be 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 5.05 to provide a restatement of any historical financial statements of 7.12, including in connection with the Company that would not have been required other than for the purposes preparation of the Debt Financing, (3) none of Offering Documents and the Pro Forma Financial Information. Parent shall indemnify and hold harmless the Company, the other Acquired Companies or its Subsidiaries and their respective officers, directors 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 employees 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 7.12 and any information utilized in connection therewith. The Company hereby consents to the use of its and its Subsidiary’s logos in connection with the debt financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries. All non-public or other confidential information provided by the Company pursuant to this Section 7.12 shall be required kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to execute or enter disclose such information to potential sources of capital 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 or perform any agreement customary confidentiality undertakings with respect to the Debt Financing that is not contingent upon the Closing occurring or that would be effective prior to the Closingsuch information, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate with the Company or any of 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 being a violation of Applicable Law or loss of any privilege; 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 beneficiary of such information or action covered by such privilege or Applicable Lawconfidentiality undertakings.

Financing Assistance. (a) Prior to the Closing, the Company shallshall provide, and shall cause the other Acquired Companies toCompany Subsidiaries to provide, and shall use its and their commercially reasonable best efforts to provide cause their respective Representatives to provide, such cooperation as may be reasonably requested by Buyer in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere or any alternative financing sought or obtained by Parent and Merger Sub in accordance with the ongoing operations of the Company and the other Acquired Companies)terms hereof) as may be reasonably requested by Parent or Merger Sub, which cooperation shall consist of the Company using, and causing the other Acquired Companies including using their respective reasonable best efforts to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide furnish Parent, Merger Sub and their Financing Sources with (A) the historical consolidated financial statements of the Company required to have been received by and its Subsidiaries identified in Paragraph 10 of Exhibit C of the Lead Arrangers (as defined in Debt Commitment Letter and the Financing SBLC Commitment Letter as in effect on of the date hereof) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on 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 customary financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information Parent that is customarily needed for financings 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 contemplated by the Securities Act (Commitment Letters; provided, that such information the Company and the Company Subsidiaries shall not include financial statements have no obligation to prepare or to provide any adjustments, assumptions, estimates, projections 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 in connection with the preparation 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 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 pro forma adjustments equivalent powers related thereto to the Debt Financing Sources (or any sources providing alternative debt financing pursuant to the terms hereof) (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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days 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 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 about with respect to the Company and its Affiliates 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 Section 8 of Annex C of the Financing Commitment Letter U.S. regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act, that is required to ; (ix) deliver a certificate of the extent such documentation and other information is requested in writing to Chief Financial Officer of the Company at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to solvency matters substantially in the financial statements form attached as Exhibit D to the Debt Commitment Letter and the SBLC Commitment Letter as of the Company date hereof; and (x) assist in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) reasonably assist with the preparation and negotiation of the one or more credit agreements, indentures, purchase agreements, pledge and security documents and other 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 the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies, financing documents as may be reasonably requested by Buyer, in connection with the Debt Financing and (ix) consent to the use of the trademarks, service marks and logos of the Company Parent 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 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, 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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; 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 LawMerger Sub.

Financing Assistance. (a) Prior to the Closing, the The Company shall, and shall cause the other Acquired Companies its Subsidiaries to, 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 all cooperation that is reasonably requested by Parent to assist Parent and Merger Sub in 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 Sources such cooperation financial, marketing and other information and materials relating to the Company and each of its Subsidiaries that is customary or necessary for the completion of the Financing, or for the preparation of offering or information documents to be used in connection with the same; (ii) cooperating with the marketing efforts of Parent and the Financing Sources, including participation in meetings with, and delivering management reports to, the Persons acting as lead arrangers or agents for the prospective lenders and purchasers of the Financing, and attending presentations, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing; (iii) delivering (A) audited consolidated balance sheets and related audited statements of comprehensive income (loss), stockholders’ equity and cash flows of the Company and its Subsidiaries (the “Audited Annual Financials”) for each of the two most recently ended fiscal years that have ended at least ninety (90) days prior to the Closing Date, and (B) unaudited consolidated balance sheets and related unaudited statements of 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 that ends forty-five (45) or more calendar days prior to the Closing Date; (iv) 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 the consolidated financial statements of the Company and its Subsidiaries in any materials relating to the Financing); (v) using reasonable 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 request of Parent and to the extent the same become necessary or advisable in connection with the Financing, assisting Parent to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts relating to the Company and its Subsidiaries (including by arranging discussions among Parent, 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 conditioned upon the occurrence of, the Effective Time); and (vii) to the extent that the Company or any of its Subsidiaries 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 Buyer 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 the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: (i) as promptly as reasonably practicable provide (A) the historical consolidated financial statements 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) pursuant to, and subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof)Financing; and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information 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 documents will not include financial statements 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 other information prior to the Closing of definitive documents (including segment reporting and consolidating loan agreements, customary guarantee documentation (if applicable) and other financial statements and dataapplicable loan documents) 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 Financing or Financing; provided, that such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time; and (yC) financial statements of to the Company or its Subsidiaries other than as set forth extent requested reasonably in Section 7(a) of Annex C of advance, providing to the Financing Commitment Letter and as set forth aboveSources, (ii) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four five (5) Business Days prior to the Closing Date, all customary and reasonable documentation and other information about required by regulatory authorities with respect to the Company and each of its Affiliates required by Section 8 of Annex C of the Financing Commitment Letter Subsidiaries under applicable “know your customer” and anti-money anti‑money laundering rules and regulations, including without limitation the USA PATRIOT ActAct of 2001, that is required as amended. Nothing in this Section 5.11 shall require such cooperation to the extent such documentation and other information is requested in writing to it would (i) require the Company at least ten Business Days 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 Closing DateEffective Time, (iii) cause any representation or warranty in this Agreement to be breached, or (iv) obtain cause any necessary approvals from condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement. Parent agrees, promptly upon request, to reimburse the Company’s independent public accounting firm Company and its Subsidiaries for all of their reasonable, documented, out‑of‑pocket costs, fees and expenses (including fees and disbursements of counsel) actually incurred in connection with the Financing promptly following the incurrence thereof (limited, in the case of any offering documentcosts, (v) provide reasonable fees and customary access to expenses for preparing the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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 agree to the inclusion or incorporation of their audit reports with respect to the consolidated financial statements of the Company and its Subsidiaries described in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, clause (viiiii) reasonably assist with the preparation of the definitive documentation for the Debt Financingimmediately preceding sentence, including by providing information reasonably necessary for the completion of any schedules thereto, in each case to the extentincremental costs, fees and solely to expenses for preparing the extentAudited Annual Financials and Quarterly Financials in excess of the costs, such materials relate to information concerning fees and expenses of preparing the corresponding financial statements of the Company and its Subsidiaries for the other Acquired Companiesmost recent fiscal year and most recent fiscal quarter ended prior to the date hereof). The Company, (viii) facilitate the creationits Affiliates and their respective representatives shall be indemnified and held harmless by Parent for and against any and all liabilities, perfection losses, damages, claims, costs, expenses, interest, awards, judgments and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned penalties suffered or incurred by the Acquired Companies, as reasonably requested by Buyer, them in connection with the Debt Financing and (ix) consent to the use arrangement of the trademarksFinancing (other than arising out of or resulting from Company-Related Fraud, service marks and logos gross negligence of the Company or any of its Subsidiaries or the other Acquired Companies Company’s breach of or failure to perform a covenant in this Agreement or breach or inaccuracy of a 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’ logos in connection with the Debt Financing; , provided that such trademarks, service marks and logos are used solely in a customary manner that is not intended to or is reasonably likely to harm or disparage the Company or any of its Subsidiaries or the other Acquired Companies. Notwithstanding the foregoing, (1) neither the Company nor any reputation or goodwill of 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, 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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 Subsidiaries. Notwithstanding anything to the extent it would reasonably be expected, contrary provided herein or in the reasonable judgment of the CompanyConfidentiality Agreements, Parent shall be permitted to result in a violation of Applicable Law or loss of any privilege; provided that the Company shall notify Buyer as share all information subject to the nature andsuch agreements with its potential financing sources, subject to the extent possible without violating any such privilege or Applicable Laws, substance of such information or action covered customary confidentiality undertakings by such privilege or Applicable Lawpotential financing sources with respect thereto.

Financing Assistance. (a) Prior to the Closing, the Company shall, and shall cause the other Acquired Companies to, its Subsidiaries to use its and their commercially reasonable efforts to provide such cooperation as may be reasonably requested by Buyer 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 other Acquired Companies), which cooperation shall consist generality of the foregoing sentence, prior to the Closing, the Company usingshall, and causing the other Acquired Companies shall cause its Subsidiaries to use, 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 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, 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, confidential information memoranda, financial statements, private placement memoranda, 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) the historical audited consolidated financial balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of the Company required for each of the three fiscal years most recently ended more than 60 days prior to have been received by the Lead Arrangers Closing Date (as defined in the Financing Commitment Letter as in effect on the date hereof) pursuant to, and audit reports for such financial statements shall not be subject to the terms ofany “going concern” qualifications), Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such 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 40 days prior to the Closing Date and (C) all other customary 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 Subsidiaries, documents and information relating to the Company and its Subsidiaries, in each case, as may be reasonably requested by Buyer to Parent, the extent such information is Financing Sources, or as may be requested by the SEC in connection with the completion 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 Financing 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 abovefinancing, (ii) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iiiv) provide to Buyer Parent and the Financing Sources promptly, and in any event at least four five (5) Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of Annex C of the Financing Commitment Letter 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 ten 10 Business Days prior to the Closing Date, (ivvi) obtain any necessary approvals consents from the Company’s independent public accounting firm in connection with any offering documentfilings with the SEC, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vivii) in connection with any 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 (including “negative assurance” comfort) and firm, (B) cause the Company’s independent public accounting firm to agree 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 SEC or any prospectus, offering memoranda, private placement memoranda memoranda, marketing material or similar documentation, including by providing customary representation lettersletters and (C) cause the 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 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, (ix) deliver notices of prepayment and/or notices for termination of commitments within the time periods required by the Credit Agreement and 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 the other Acquired Companiesits Subsidiaries, (viiixi) facilitate the creationprovide or cause to be provided any customary certificates, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned by the Acquired Companies, or other customary closing documents as may reasonably be requested by Buyer, in connection with the Debt Financing and the Alternative Financing and (ixxii) consent to the use of the trademarks, service marks and logos of the Company or any of the other Acquired Companies 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 the other Acquired Companiesits Subsidiaries. Notwithstanding the foregoing, (1) neither the Company nor any of the other Acquired Companies 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) 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, the other Acquired Companies 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, Closing (4other than authorization letters contemplated by clause ‎(viii) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, this ‎‎‎Section 6.03(a) and for the avoidance of doubt, the provision boards of directors or other equivalent governing bodies of Parent, Merger Sub, and/or the Surviving Corporation shall enter into or provide any resolutions, consents, approvals or other closing arrangements on behalf of the Required Information) that would subject any such person Company and its Subsidiaries as may be required by the Financing Sources pursuant to actual the Debt Commitment Letter at, or potential liabilityas of, the Closing), and (53) nothing shall obligate the Company or any of the other Acquired Companies 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; 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.

Financing Assistance. (a) Prior to the Closing, the Company shall, and Seller shall cause the other Acquired Companies to, use its and their commercially reasonable efforts to provide assistance to Purchaser in Purchaser's efforts to obtain debt financing for the Transactions, such cooperation as may be reasonably requested by Buyer in connection with assistance to include the arrangement use of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the other Acquired Companies), which cooperation shall consist of the Company using, and causing the other Acquired Companies to use, its and their commercially reasonable efforts to: to (i) as promptly as reasonably practicable provide to prospective lenders (A) the historical consolidated financial statements of access to information relating to the Company required Ref-Fuel Entities granted to have been received by Purchaser under Section 5.1(e) (excluding access to properties, other than site visits to the Lead Arrangers (as defined in the Financing Commitment Letter as in effect on the date hereof) pursuant tothree largest Facilities, and which visits shall be subject to the terms of, Section 7(a) of Annex C of the Financing Commitment Letter (as in effect on the date hereof) and drafts execution of customary comfort letters (including “negative assurance” comfort) from the Acquired Companies’ independent accountants related thereto that such auditors would be prepared to issue at the time of pricing and issuance of the Notes (as defined in the Financing Commitment Letter as in effect on the date hereof); and (B) such other customary information regarding the Company and its Subsidiaries as may be reasonably requested by Buyer to the extent such information 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 Financing 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) reasonably assist Buyer in preparing customary offering memoranda, confidential information memoranda and private placement memoranda, (iii) provide to Buyer at least four Business Days prior to the Closing Date, all documentation and other information about the Company and its Affiliates required by Section 8 of 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 at least ten Business Days prior to the Closing Date, (iv) obtain any necessary approvals from the Company’s independent public accounting firm in connection with any offering document, (v) provide reasonable and customary access to the Acquired Companies’ books and records in accordance with Section 5.02 hereof, (vi) in connection with any 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” comfortagreements) and (B) cause the Company’s independent public accounting firm access to agree to the inclusion or incorporation of their audit reports with respect to the financial statements management of the Company in any offering memoranda, private placement memoranda or similar documentation, including by providing customary representation letters, (vii) reasonably assist with Ref-Fuel Entities granted to Purchaser under the preparation second sentence of the definitive documentation for the Debt Financing, including by providing information reasonably necessary for the completion of any schedules theretoSection 5.1(f), in each case subject to compliance with the extentterms of the Confidentiality Agreement, (ii) cause ARC's auditors to issue to such lenders "comfort" letters that are customary in financings like the financing sought by Purchaser, (iii) cause senior management of ARC and the Project Partnerships (A) to execute certificates and documents that are customary in financings like the financing sought by Purchaser, (B) to participate in Purchaser's financing "roadshow" and/or any prospective lender meetings, and (C) to assist in the preparation of confidential offering memoranda and bank presentations customary in financings like the financing sought by Purchaser, and (iv) permit the inclusion of the information provided pursuant to clause (i)(A) above, including, without limitation, the Audited 2002 Financial Statements and interim quarterly financial statements provided after the date of the Audited 2002 Financial Statements, in confidential offering memoranda and bank presentations customary in financings like the financing sought by Purchaser, provided, that in each case, Purchaser agrees to be solely responsible for, and to reimburse (y) Seller for any out-of-pocket costs and expenses reasonably incurred by Seller and (z) the extent, such materials relate to information concerning the Company Ref-Fuel Entities for any costs and the other Acquired Companies, (viii) facilitate the creation, perfection and enforcement of security interests and liens securing the Debt Financing and otherwise facilitate the pledging of collateral owned expenses reasonably incurred by the Acquired CompaniesRef-Fuel Entities, as reasonably requested by Buyer, in each case in connection with the Debt Financing and (ix) consent to the use of the trademarks, service marks and logos of the Company or any of the other Acquired Companies assistance provided 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 Companiesthis Section 5.1(h). Notwithstanding the foregoing, (1) neither the Company nor any of the other Acquired Companies Seller shall not be required to pay or to agree to pay any commitment fee or other similar fee amount, or incur prior agree to any reduction in the Closing purchase price payable hereunder or any other liability amount payable to Seller or obligation DCC, in order to assist Purchaser 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, 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, (4) none of the Company, the other Acquired Companies or their respective officers, directors or employees shall be required to take any action (excluding, for the avoidance of doubt, the provision of the Required Information) that would subject any obtaining such person to actual or potential liability, and (5) nothing shall obligate the Company or any of 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; 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 Lawdebt financing.