Common use of Financing Assistance Clause in Contracts

Financing Assistance. In connection with the Debt Financing, prior to the Closing, the Company shall provide to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent.

Financing Assistance. In connection with the Debt Financing, prior (a) The Company agrees to the Closing, the Company shall provide use its reasonable best efforts to deliver to Parent and Subthe Debt Financing Sources the Required Information upon such information becoming available (it being understood that (A) to the extent any Required Information is contained in any Company Reports, such inclusion shall constitute delivery to Parent and Merger Sub hereunder and (B) notwithstanding anything to the contrary, in no circumstances shall the Company be required to provide any financial statements hereunder that are not required to be included in any Company Reports, including any Company Reports filed after the date hereof), and in addition, to use reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Subsidiaries to and cause its and their respective Representatives, including legal and accounting, to use reasonable best efforts to provide, to Parent and the Debt Financing Sources, at Parent’s sole expensecost and expense (other than in respect of the Required Information), all customary cooperation reasonably requested in writing by Parent and Sub that is necessary the Debt Financing Sources to cause the conditions in the Debt Commitment Letter to be satisfied or as otherwise reasonably requested, in each case, solely with respect to information regarding the Company and its Subsidiaries, in connection with the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested): using its reasonable best efforts to: (i) participating upon reasonable prior notice and at times and locations to be mutually agreed, participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management with rating agencies; provided that the Company and prospective lenders; its Representatives shall not be required to participate in more than one road show or similar meeting in respect of marketing bond offerings; (ii) providing reasonable deliver to Parent and customary assistance with the Debt Financing Sources from time to time such financial and other information regarding the Company and its Subsidiaries as may be reasonably required by Parent in the preparation of materials by Parent for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents customarily required in connection with bank debt financings andthe Financing, and reasonably cooperate with updating and correcting any Required Information in order to ensure such Required Information remains Compliant; (iii) assist Parent and the extent required under Debt Financing Sources in their preparation of offering documents for any portion of the Debt Financing, including identifying any portion of the information that constitutes material, non-public information, and including delivering customary representation and authorization letters with respect to and in accordance with the Debt Commitment Letter, providing including materials for ratings agency presentations; (iv) cooperate with the marketing (including cooperating in obtaining customary ratings) and due diligence efforts of Parent and the Debt Financing Sources in connection with the Debt Financing; (v) to the extent requested at least ten business days prior to the Closing, furnish Parent or the Debt Financing Sources at least three business days prior to the Closing with all documentation and other information relating to as reasonably requested by the Company or any of the Company Subsidiaries reasonably Debt Financing Sources that is required by bank regulatory authorities under in connection with applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, ; (vi) assist in facilitating the granting of a security interest (and perfection thereof) in collateral (provided that no security interest shall be effective prior to Closing); (vii) cause its independent accountants to deliver customary comfort letters (including as to customary “negative assurance” and change period comfort) with respect to any financial statements included in the U.S.A. Patriot Act of 2001; Required Information and (iiiviii) using reasonable best efforts to assist Parent in obtaining surveyscustomary payoff letters relating to the repayment of any existing third party indebtedness for borrowed money of the Company or its Subsidiaries required by the Debt Commitment Letter (as of the date hereof) to be repaid on or coincidental with the Closing and, upon repayment of such indebtedness, termination of any related Encumbrances securing any such obligations to be repaid; provided, however, that, in each case, nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, cause significant competitive harm to the Company or any of its Subsidiaries or create an unreasonable risk of harm to any property or assets of the Company and its Subsidiaries; and provided, further, that neither the Company nor any of its Subsidiaries shall (A) be required to pay or commit to pay any commitment or other similar fee, bear any cost or expense or make any other payment or incur any other liability prior to the Closing Date (other than with respect to delivering customary authorization letters) or agree or agree to provide any indemnity in connection with the Financing or any of the foregoing matters, (B) have any liability or obligation under any loan agreement, indenture and related documents, unless and until the Closing occurs (other than with respect to delivering customary authorization letters), (C) be required to take any action that would subject any of the Company’s or its Subsidiaries’ respective directors, managers, officers, employees, accountants, legal opinions from local outside counsel (and not internal counsel or New York other Representatives to any personal liability, (D) be required to take any action that will conflict with or Delaware counselviolate the Company’s or any Subsidiary’s Constituent Documents as in effect on the date hereof, any material contracts to which the Company or any Subsidiary is a party in effect on the date hereof, or any Laws, (E) take any corporate action (including any approvals of its board of directors or similar body), (F) take any other action that is not contingent upon the Closing or enter into or execute any agreement or document (other than with respect to delivering customary authorization letters), (G) waive or amend any term of this Agreement or any other contract to which it is a party or take any action in respect of the Financing to the extent that such action would cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise result in a breach of this Agreement by the Company or (H) provide any information the disclosure of which is prohibited or restricted under any Laws. The Company hereby consents to the use of its and title insurance as reasonably requested by Parent or Sub for its Subsidiaries’ logos in connection with the Debt Financing; andprovided, however, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. (ivb) (A) taking all actions reasonably necessary to (1) permit None of the prospective lenders involved in the Debt Financing to evaluate the Company Company, any of its Subsidiaries nor its and the Company Subsidiaries’ current assetstheir respective officers, and cash management and accounting systemsdirectors, policies and procedures relating theretoemployees, for the purpose of establishing collateral arrangements to the extent reasonable and customaryaccountants, (2) establish customary bank consultants, legal counsel, agents and other accounts and blocked account agreements and lock box arrangements Representatives shall be required to take any action that would subject any such Person to liability, to bear any out-of-pocket cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the foregoing Debt Financing contemplated by the Debt Commitment Letter or their performance of their respective obligations under this Section 7.16 and any information utilized in connection therewith, and any information utilized in connection therewith, in each case other than with respect to the preparation of audited and other historical financial statements and customary representation and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing). Parent shall (i) indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter and the performance of their respective obligations in respect of the Debt Financing, and any information utilized in connection therewith, except to the extent such liabilities or losses arise solely from misstatements contained in information in respect of the Company and its Subsidiaries supplied by the Company, its Subsidiaries or any of their Representatives or to the extent any liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties are caused by the gross negligence, bad faith or willful misconduct of the Company or any of its Subsidiaries or any of their respective Representatives and other than with respect to the preparation of audited and other historical financial statements and customary representation and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing) and (3ii) permit representatives promptly upon written request of the prospective lenders Company, reimburse the Company and its Subsidiaries for all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries (including those of its accountants, consultants, legal counsel, agents and other Representatives) in connection with the cooperation required for the Debt Financing (other than with respect to conduct customary commercial field examinations, customary inventory appraisals the preparation of audited and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parentother historical financial statements).

Financing Assistance. In connection with the Debt Financing, prior to the Closing, the Company shall provide use commercially reasonable efforts to provide, or cause its representatives to provide, to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement arrangement, and consummation of the Debt Financing, including using commercially reasonable efforts to (in each case, to the extent reasonably requested): (i) participating participate in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenderslenders and provide financial and other information customarily required in connection with bank debt financings; (ii) providing provide reasonable and customary assistance with the preparation preparation, execution and delivery of documents customarily required in connection with bank debt financings andfinancings, to including the extent required under solvency certificate, guarantee and collateral documents, and facilitating the Debt Commitment Letter, providing pledging of collateral; (iii) provide all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 20012001 at least three (3) Business Days prior to the Closing Date, in each case as reasonably requested by Parent at least seven (7) Business Days prior to the Closing Date; (iiiiv) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and; (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to (A) conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent for purposes of the Financings; (vi) to the extent timely requested by Parent and required under the Debt Financing Commitment Letters, obtain documents reasonably requested by Parent or its Debt Financing Sources relating to the repayment of the existing indebtedness of the Company and the Company Subsidiaries and the release of related liens, including customary payoff letters in form and substance satisfactory to Parent; (vii) cause the taking of corporate and other actions by the Company and its Subsidiaries reasonably necessary to permit the consummation of the Debt Financing on the Closing Date, it being understood that no such corporate or other action will take effect prior to the Closing and the Company Board will not approve the Financing prior to the Closing Date; (viii) provide financial statements for quarter ended on July 1, 2017 as promptly as possible after the date thereof, but in no event later than July 24, 2017; 42 (ix) prevent the issuance, offer, placement, or arrangement of any debt securities or commercial bank or other credit facilities (excluding the indebtedness and/or obligations contemplated by or otherwise permitted under the Debt Financing Commitment Letters) by or on behalf of the Company or any of its Subsidiaries; and (x) supplement the written information (other than information of a general economic or industry-specific nature) concerning the Company, its Subsidiaries or the transactions contemplated hereby to the extent that any such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company shall, and shall use commercially reasonable efforts to cause each of the Company Subsidiaries to, provide to Parent and Sub, at Parent’s sole expense, customary such cooperation as may be reasonably requested by Parent and Sub that is necessary Merger Company in connection with the arrangement and consummation of the Debt Financing, including (i) arranging for reasonable direct contact between representatives and advisors of the Company or its Subsidiaries with Representatives of Parent, Merger Company and Debt Financing Sources, (ii) assisting in each casethe preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent, Merger Company or their respective Representatives in connection with any Debt Financing (including using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to any Debt Financing and delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing Parent, Merger Company and Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, Merger Company or any Debt Financing Sources and using commercially reasonable efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent, Merger Company and any Debt Financing Sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent, Merger Company or any Debt Financing Sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) to the extent reasonably requested): not prohibited by applicable Law or the Company’s contractual obligations to Third Parties set forth in Section 7.08(a) of the Company Disclosure Schedule, (iA) participating in a reasonable number facilitating the granting of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation security or pledging of documents customarily required in connection with bank debt financings collateral and, to the extent required under the Debt Commitment LetterFinancing Agreements, providing using commercially reasonable efforts to obtain consents and/or customary executed payoff letters or final invoices (as applicable) from each lender, creditor, noteholder or other counterparty to which Company Indebtedness is owing and (B) executing and delivering any Debt Financing Agreements (including any pledge and security documents); provided, that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Debt Financing Agreements to which it is a party shall be contingent upon the occurrence of the Effective Time, (vi) taking all commercially reasonable actions necessary to (A) permit Debt Financing Sources to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided, that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing (vii) furnishing Parent, Merger Company and their Representatives, as well as any prospective Debt Financing Sources, promptly with all documentation and other information relating required with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided, including that the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts information provided to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit the such prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements shall be subject to the extent reasonable and customaryterms of the Confidentiality Agreement, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (Bviii) using commercially reasonable efforts to make audits obtain consents from Third Parties and appraisals accountants’ comfort letters from the Company’s and its Subsidiaries’ accounting firm contemplated by any Debt Financing and assisting Parent, Merger Company and their respective counsels with information required for customary legal opinions required to be delivered for purposes in connection therewith and (ix) taking all commercially reasonable actions necessary to permit the consummation of any credit facility Debt Financing, including the execution and delivery of any other certificates, instruments or documents reasonably requested by Parent and Merger Company and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. In no event shall the Company or any of its Subsidiaries or Affiliates be required to bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with the Debt Financing (including entry into any agreement) that is not contingent upon the Closing or would be effective prior to the Effective Time. Nothing contained in this Section 7.08(a) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with any Debt Financing; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to take any action pursuant to this Section 7.08 which is not reasonably practicable with the resources and personnel readily available to Parentthe Company, or requires the provision of any information that is not readily available in view of the resources then available to the Company. (b) Parent and Merger Company shall promptly (severally based on their respective contemplated ownership percentage in the Surviving Company as set forth in the Buyer Group Contracts), upon the termination of this Agreement in accordance with Section 9.02 (but only if the Company has duly terminated this Agreement or, at the time of such termination by Parent and Merger Company, is capable of terminating this Agreement in accordance with Section 9.02) or Section 9.03(a) or (b), reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 7.08 and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, the Company Subsidiaries or any of their respective Representatives.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries and their respective officers, directors and employees to, use reasonable best efforts to provide to Parent and Sub, at Parent’s sole expense, such customary or necessary cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation implementation of the Debt FinancingFinancing as the Purchaser may reasonably request from time to time, including (in each caseupon reasonable advance notice, to the extent reasonably requested):including: (i) participating assisting with the preparation of Offering Documents; (ii) preparing and furnishing to the Purchaser and the Debt Financing Sources as promptly as practicable all Required Financial Information; (iii) having the Company designate a member of senior management of the Company to execute customary authorization letters with respect to the Offering Documents relating to the “bank” financing that authorize the distribution of information to prospective lenders, and identify any portion of such information that constitutes material, non-public information regarding the Company and its Subsidiaries or their respective securities (if the Company and its Subsidiaries were reporting companies), and participate, during normal business hours and upon reasonable advance notice, in a reasonable number of meetingspresentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Debt Financing, including (x) direct contact between such senior management of the Company and prospective lendersits Subsidiaries and Debt Financing Sources and other potential lenders and investors in the financing, (y) otherwise cooperating with the marketing efforts for any of the Debt Financing and (z) assisting Purchaser and the Debt Financing Sources with obtaining ratings as contemplated by the Debt Financing; (iiiv) providing reasonable in the event the Debt Financing includes an offering of debt securities, requesting its independent auditors to cooperate with the Purchaser to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors with respect to financial information regarding the Company and its Subsidiaries; (v) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents (including any customary schedules) and customary closing certificates as may be required by the Debt Financing (including a certificate of an appropriate officer of the Company with respect to solvency of the Company on a consolidated basis); (vi) facilitating the pledging of collateral for the Debt Financing, including assistance with any collateral documents that involve a third party, including landlord waivers or deposit account control agreements, if applicable; (vii) furnishing the preparation of documents customarily required in connection with bank debt financings and, Purchaser and the Debt Financing Sources at least three (3) Business Days prior to the Closing Date (solely to the extent required under requested at least fifteen (15) Business Days prior to the Debt Commitment Letter, providing Closing Date) with all documentation and other information relating required by Government Officials with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended; and (viii) reasonably cooperating with the Purchaser, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by the Purchaser to permit the consummation of the Debt Financing. (b) Notwithstanding anything to the contrary in this Section 8.03: (i) nothing in this Section 8.03 will require any cooperation to the extent the same would (A) unreasonably interfere with the ongoing operations of the Company and/or its Subsidiaries, (B) cause any director, officer or employee of the Company or any of its Subsidiaries or any Representatives to incur any personal liability, (C) without limiting the scope of its obligations pursuant to Section 8.03(a)(ii), require the Company to prepare pro forma financial statements or change any fiscal period, (D) require the Company or any of its Subsidiaries to cause its legal counsel to deliver any legal opinions, or (E) reasonably be expected to conflict with, violate, breach or otherwise contravene (1) any Law and/or (2) any Company Material Contract; (ii) neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other fee or have any liability or obligation, including any indemnification obligation, under any agreement or any document related to any Debt Financing, in each case, until the Closing, or (B) incur any cost or expense unless such cost or expense is promptly reimbursed by the Purchaser to the Seller (and in any event no later than the termination of this Agreement in accordance with Section 9.01); and (iii) using reasonable best efforts to assist Parent in obtaining surveysnone of the Seller, legal opinions from local outside counsel the Company (and not internal counsel or New York or Delaware counselany of its Subsidiaries) and title insurance their respective Representatives shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document (except any authorization letters delivered pursuant to Section 8.03(a)(iii) and any certificate contemplated by Section 8.03(a)(v)), with respect to the Debt Financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which the Debt Financing is obtained or pledge any collateral with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing. (c) Following the Purchaser’s written request, not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser payoff letters in customary form from the lenders (or their applicable representative), which payoff letters shall be reasonably acceptable to the Purchaser, with respect to the Company Indebtedness set forth on the Company Indebtedness Payoff Schedule or other Company Indebtedness to be repaid at the Closing, stating the amounts required to pay in full the obligations of the Company and its Subsidiaries thereunder and to effect the release of any related Liens and/or other security interests (subject to the payment thereof at Closing). (d) From time to time upon the Purchaser’s written request, the Company will deliver to the Purchaser a report setting forth (i) a calculation of the Company’s Consolidated Net Income and EBITDA (in each case, as defined in and calculated in accordance with the definitions of such terms in each of the Company Indentures) as if the date of the report was the determination date for purposes of the Company Indentures, (ii) total cash and cash equivalents and other current assets as of the date specified by the Purchaser, and (iii) such other financial information regarding the Company as the Purchaser may reasonably requested by Parent or Sub for request in connection with its activities relating to the Debt Financing; and. (ive) Promptly following the written request of the Seller, the Purchaser shall reimburse the Seller for any reasonable, documented out-of-pocket expenses (Aincluding reasonable attorneys’ fees) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate incurred by the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose and/or any of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements its Subsidiaries in connection with the foregoing assistance required by this Section 8.03. The Purchaser shall indemnify and (3) permit representatives of hold harmless the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals Company and a customary appraisal of its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes arrangement of any credit facility available Debt Financing and any information utilized in connection therewith. All material non-public information regarding the Company and its Subsidiaries provided to Parentthe Purchaser or its Representatives pursuant to this Section 8.03 shall be kept confidential by them in accordance with the Confidentiality Agreement.

Financing Assistance. In connection with From the Debt Financingdate of this Agreement until the Effective Time, prior MUSA and its subsidiaries shall, and shall use their reasonable best efforts to the Closingcause each of their respective officers, the Company shall directors, employees, advisors, attorneys, accountants and representatives to, provide to Parent and Sub, at Parent’s sole expense, customary all cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the Debt FinancingFinancing (or the arrangement of the alternative financing, if any, contemplated by Section 5.2(b)), including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary cause appropriate officers and employees to (1) permit the be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders involved and investors in the Debt Financing to evaluate the Company meetings, presentations, road shows and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customarydue diligence sessions, (2B) establish assist with the preparation of disclosure documents in connection therewith, (C) cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to MUSA and its subsidiaries and to provide any necessary "comfort letters" and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary bank legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other accounts definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of MUSA with respect to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and blocked account agreements certificates referenced in clause (ii) above shall be executed and lock box arrangements delivered except in connection with the foregoing Closing (and (3) permit representatives the effectiveness thereof shall be conditioned upon the occurrence of the prospective lenders Closing); and provided, further, that MUSA shall not be required to conduct customary commercial field examinationsprovide any such assistance which would interfere unreasonably and materially with the business or operations of MUSA and its subsidiaries. Parent shall promptly, customary inventory appraisals and a customary appraisal upon request by MUSA, reimburse MUSA for all reasonable out-of-pocket third party costs incurred by MUSA or any of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parentits subsidiaries in connection with such cooperation.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company Partnership agrees to use reasonable best efforts to provide, and shall cause the Partnership’s Subsidiaries and its and their officers, directors and employees to use reasonable best efforts to provide and shall use its reasonable best efforts to direct its and their accountants, legal counsel and other representatives to provide, all cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts to (i) assist with the preparation of disclosure schedules, projections and similar documents in connection therewith, (ii) furnish to Parent (A) the Required Financial Information and Sub, at Parent’s sole expense, customary cooperation (B) such other financial and other pertinent information regarding the Partnership and its Subsidiaries as may be reasonably requested by Parent and Sub that is necessary in connection customarily needed for financings of the type contemplated by the Debt Commitment Letter, (iii) reasonably cooperate with the arrangement marketing efforts of Parent and consummation of the Lead Debt Financing Sources with respect to the Debt Financing, including (cooperating in the preparation of any bank information memoranda and materials for ratings agencies, in each case, only to the extent reasonably requested): (i) customarily needed for financings of the type contemplated by the Debt Commitment Letter and participating in a reasonable number of investor and bank meetings, due diligence sessions, drafting sessions and sessions between senior management investor and prospective lenders; bank presentations, (iiiv) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing provide Parent all documentation and other information relating with respect to the Company or any of Partnership and its Subsidiaries as shall have been reasonably requested in writing by Parent at least nine (9) days prior to the Company Subsidiaries reasonably Closing Date that is required in connection with the Debt Financing by bank U.S. regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act Act, and that are required by Section 9 of 2001; Exhibit D of the Debt Commitment Letter, (iiiv) using reasonable best efforts to assist Parent in reasonably facilitate the pledging of collateral substantially concurrently with the Closing, including obtaining surveyssuch documentation and/or taking such steps (including lien searches, legal opinions from local outside counsel (payoff letters, lien releases and not internal counsel instruments of termination or New York or Delaware counseldischarge) and title insurance as reasonably requested by Parent or Sub for its financing sources in order to release all Liens over the Debt Financing; and (iv) (A) properties and assets of the Partnership securing obligations under the Indebtedness of the Partnership and taking all reasonable actions reasonably necessary to (1) permit the prospective lenders involved in the Lead Debt Financing Sources to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, Partnership’s assets for the purpose purposes of establishing collateral arrangements and (vi) seek to cause the Partnership’s independent registered accounting firm to provide customary comfort letters to any underwriters or initial purchasers consistent with SAS 72 (as amended) with respect to the Partnership’s financial statements and other financial information included in the Required Financial Information. Notwithstanding the foregoing, (A) such requested cooperation shall not unreasonably interfere with the business or the ongoing operations of the Partnership and/or the Partnership’s Subsidiaries, (B) nothing in this Section 7.12 shall require cooperation to the extent reasonable and customarythat it would (x) cause any condition to the Closing set forth in Sections 8.1 or 8.2 to not be satisfied or otherwise cause any breach of this Agreement or (y) reasonably be expected to conflict with or violate the Partnership’s organizational documents or any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Material Contract, (2C) establish customary bank and neither the Partnership nor any of the Partnership’s Subsidiaries shall be required to pay any commitment or other accounts and blocked account agreements and lock box arrangements similar fee or, prior to the Merger 1 Effective Time, incur or assume any other liability or obligation in connection with the foregoing and (3) permit representatives of financings contemplated by the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of Debt Commitment Letter or the Owned Real PropertyDebt Financing, and (BD) using commercially reasonable efforts prior to make audits the Merger 2 Effective Time, none of the Partnership, the Partnership’s Subsidiaries or their respective general partners, managing members, directors, managers, officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Agreement, with respect to the Debt Financing and appraisals delivered the general partners, managing members, directors and managers of the Partnership’s Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. To the extent that this Section 7.12 requires the Partnership’s cooperation with respect to any of the Parent Parties’ obligations under the Debt Commitment Letter or relating to the Debt Financing, the Partnership shall be deemed to have complied with this Section 7.12 for purposes of Article IX of this Agreement if the Partnership has provided the Parent Parties with the assistance required under this Section 7.12 with respect to the Debt Commitment Letter and the Debt Financing, in each case without giving effect to any credit facility available Alternative Financing Commitment Letter or Alternative Financing. The Partnership hereby consents to Parentthe use of its and the Partnership’s Subsidiaries’ logos in connection with the debt financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Partnership or the Partnership’s Subsidiaries. (b) None of the Partnership, the Partnership’s Subsidiaries and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives shall be required to take any action that would subject such Person to actual or potential liability, to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 7.12 and any information utilized in connection therewith. Parent shall indemnify, defend and hold harmless each of the Partnership, the Partnership’s Subsidiaries and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing and the performance of their respective obligations under this Section 7.12 and any information utilized in connection therewith. Parent shall, promptly upon request of the Partnership at any time after the termination of this Agreement for any reason (other than a termination of this Agreement pursuant to Section 9.1(d)), reimburse the Partnership and the Partnership’s Subsidiaries for all reasonable out-of-pocket costs and expenses incurred by the Partnership or its Subsidiaries (including those of its accountants, consultants, legal counsel, agents and other Representatives) in connection with the cooperation required by this Section 7.12. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 7.12, represent the sole obligation of the Partnership, the Partnership’s Subsidiaries and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives with respect to cooperation in connection with the arrangement of the Debt Financing.

Financing Assistance. In (a) The Seller Parties shall use their commercially reasonable efforts to provide, and shall use their commercially reasonable efforts to cause their respective Representatives to provide, to the Purchaser reasonable assistance and cooperation as is reasonably requested by the Purchaser from time to time prior to the Closing as necessary in connection with arranging, obtaining and syndicating the Debt Financing, including: (i) cooperation and commercially reasonable assistance to the Purchaser in its preparation of an information or offering memorandum relating to the syndication or marketing of the Debt Financing and materials for rating agency presentations and participation by senior management of Freedom and Seller Parties in a reasonable number of due diligence sessions and meetings with actual or prospective Debt Financing Sources and rating agencies in each case at times and locations reasonably agreed and reasonably coordinated in advance thereof; (ii) timely deliver to Purchaser financial information, operating data, business and other information pertinent to the Debt Financing (including diligence information regarding Freedom and the Freedom Business in each case as reasonably requested by Purchaser in connection with the Debt Financing, prior Financing and either readily available to Seller Parties or Freedom or accessible to Seller Parties or Freedom using commercially reasonable efforts including (A) the Closing, quarterly and annual financial statements provided in Section 4.13(b) and (B) any financial information regarding Freedom and the Company shall provide Freedom Business which is reasonably required to Parent assist Purchaser in preparing pro forma financial statements and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary assisting the Purchaser with its preparation of pro forma financial statements required in connection with the arrangement Debt Financing or any regulatory filings (it being understood and consummation agreed that the Seller Parties’ obligation to provide financial statements is limited to those set out in Section 4.13(b)); provided, however, that the Seller Parties shall not be required to provide (A) any pro forma financial statements or any information regarding any post-Closing or pro forma adjustments to be incorporated into any information used in connection with the Debt Financing (including any synergies or cost savings), pro forma ownership or an as-adjusted capitalization table, (B) projections, (C) any description of all or any component of the Debt Financing, including or (in each case, D) risk factors relating to the extent reasonably requested): (i) participating in a reasonable number all or any component of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment LetterFinancing; (iii) using commercially reasonable efforts to take such actions as are reasonably requested by Purchaser to facilitate the satisfaction on a timely basis of any conditions precedent to obtaining any Debt Financing (provided that, for greater certainty, any guarantees and security interests, shall not be required to take effect before the Closing), including providing all documentation and or other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot Act Act, and providing reasonable access to Purchaser’s legal counsel or any Debt Financing Sources and their respective legal counsel and to existing data rooms solely for the purposes of 2001(A) in the case of Purchaser’s legal counsel, completing any customary legal opinions in connection with any Debt Financing and (B) in the case of any Debt Financing Sources and their respective legal counsel, completing customary diligence requests (subject to such Debt Financing Sources being subject to a customary confidentiality undertaking whether provided electronically or otherwise); (iv) causing the taking of any corporate actions by the Seller Parties reasonably necessary to permit the completion of such Debt Financing, in each case effective no earlier than the Closing Date; (v) to the extent reasonably requested by Purchaser, cooperating in connection with the repayment of any Freedom debt to be paid off or otherwise settled, in connection with the transactions contemplated in this Agreement, including using commercially reasonable efforts to obtain customary payoff letters and lien releases and discharges to be provided on the Closing Date (subject, in each case, to receipt of funds from Purchaser sufficient to make any such repayment); (vi) in the event that any Alternative Financing is in the form of debt securities, using its commercially reasonable efforts to cause its independent auditors to cooperate in connection with any such Alternative Financing (including participation in due diligence sessions and the preparation and timely delivery to Purchaser or its affiliates and the Debt Financing Sources of customary comfort letters (including customary “negative assurances”) and consents to the use of their reports in connection with any such Alternative Financing); and (vii) ensuring that, and providing such further information as may be required so that, any and all information provided under this Section 4.13 that is expressly provided by Seller Parties and Freedom for use in any offering document for any Alternative Financing does not and will not, in each case as of the dates with respect to which such information is presented, contain any Misrepresentation. In the case of Alternative Financing, if applicable, the references in this Section 4.13 to Debt Financing shall be deemed to also be references to any such Alternative Financing. (b) The Seller Parties shall prepare unaudited carve-out consolidated statements of financial position, cash flow statements, statements of income and comprehensive income and statements of changes in net investment of parent with regard to Freedom, FMDI and the Freedom Business (excluding the financial results, assets and liabilities associated with the Xxxx Mobile wireless business but including the financial results, assets and liabilities associated with the Freedom Gateway Internet Business) for each fiscal quarter ended after May 31, 2022 (to be delivered within 45 days after the end of each such fiscal quarter), and unaudited carve-out consolidated financial statements (being statements of financial position, cash flow statements, statements of income and comprehensive income and statements of changes in net investment of parent with regard to Freedom, FMDI and the Freedom Business (excluding the financial results, assets and liabilities associated with the Xxxx Mobile wireless business but including the financial results, assets and liabilities associated with the Freedom Gateway Internet Business) as of and for the fiscal year ended August 31, 2022 (to be delivered within 45 days after the end of such fiscal year, and provided that such annual financial statements shall be audited and delivered within 90 days if so requested by the Purchaser by written notice to the Seller Parties on or prior to September 15, 2022), it being agreed, however, than in no event shall the Seller Parties be required to prepare or deliver any such financial statements after the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, but without limitation of the Purchaser’s right to information (including monthly financial information) pursuant to Section 4.5, other than as set forth above in this Section 4.13(b), in no event shall the Seller Parties be required to prepare any balance sheet, cash flow statement, income statement or statement of stockholder’s equity with regard to Freedom, FMDI, the Freedom Business or any of their respective assets or liabilities, whether prior to or following the Closing Time. (c) Notwithstanding the foregoing, the Purchaser agrees that (i) on the earlier of the Closing Time or the termination of this Agreement, the Purchaser shall promptly reimburse the Seller Parties for all documented out-of-pocket costs and expenses incurred by the Seller Parties in connection with all actions taken pursuant to this Section 4.13 (other than accounting costs associated with regular financial reporting by Seller Parties); and (ii) the Purchaser shall indemnify and hold harmless the Seller Parties and their respective affiliates from and against any and all Losses suffered or incurred in connection with any matters contemplated by this Section 4.13, except to the extent such Losses arise out of or result from the fraud or gross negligence of the Seller Parties or any of their respective affiliates or Representatives or, if applicable, arising out of a Misrepresentation in the information provided by or on behalf of Seller Parties or Freedom pursuant to this Section 4.13, as of the dates with respect to which such information is presented. (d) The Seller Parties hereby consent to the use of the trademarks, trade names and logos of Freedom, FMDI or the Freedom Business in connection with the Debt Financing; provided that such trademarks, trade names and logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Freedom, FMDI or the Freedom Business or the reputation or goodwill of Freedom, FMDI or the Freedom Business. (e) Notwithstanding anything to the contrary herein, the Seller Parties shall only be required to undertake the actions described in Sections 4.13(a) or 4.13(b) provided that: (i) such actions are requested on reasonable notice and do not unreasonably interfere with the ongoing business or operations of any of the Seller Parties, Freedom or FMDI; (ii) none of the Seller Parties nor Freedom or FMDI shall be required to take any action pursuant to any Contract, certificate or instrument that is not contingent upon the occurrence of the Closing or that would be effective prior to the Closing Time; (iii) using reasonable best efforts no employee, officer or director of any Seller Party or Freedom or FMDI shall be required to assist Parent take any action which would result in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for such Person incurring any personal liability with respect to the matters related to the Debt Financing; (iv) none of the Seller Parties shall be required to: (A) pay any commitment, consent or other similar fee, incur any liability (other than the payment of reasonable and documented out-of-pocket costs related to such co-operation which shall be reimbursed by the Purchaser) or provide or agree to provide any indemnity in connection with any Debt Financing prior to the Closing Time; (B) contravene any applicable Law or the Constating Documents of any of the Seller Parties, Freedom or FMDI; or (C) contravene any Contract that relates to any outstanding Indebtedness of any of the Seller Parties, Freedom or FMDI or any other Contract that is material to such Person; (v) such action would not cause any condition to Closing set forth in Section 2.3 to fail to be satisfied by the Closing Date; (vi) such action would not cause any breach of this Agreement that is not irrevocably waived by the Purchaser; and (ivvii) none of the Seller Parties nor Freedom shall be required to waive or amend any terms of this Agreement. (Af) taking For the avoidance of doubt, the Parties agree that the Closing shall not be conditioned upon the satisfaction of the Seller Parties’ obligations under this Section 4.13 and, notwithstanding anything in this Agreement to the contrary, the Seller Parties shall be deemed to have complied with their obligations under this Section 4.13 for all actions reasonably necessary to (1) permit the prospective lenders involved in purposes of this Agreement unless the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives has not been obtained primarily as a result of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal Seller Parties’ fraud or willful breach of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parenttheir obligations under this Section 4.13.

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company shall provide (and the Company shall cause each Subsidiary to) provide, and shall use its commercially reasonable efforts to Parent and Subcause the Company Representatives to provide, at Parent’s sole expense, customary all cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the debt financing referred to in the Debt Commitment Letters (the “Debt Financing”), including (in each case, to the extent reasonably requested): (ia) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance assisting with the preparation of materials for bank information memoranda and similar documents customarily required in connection with bank debt financings andthe Debt Financing; provided that any such memoranda and similar documents need not be issued by the Company or the Subsidiaries; provided, further, that, any such memoranda shall contain disclosure and financial statements with respect to the extent required under Company and the Debt Commitment LetterSubsidiaries reflecting the Company and the Subsidiaries as the obligor, providing all documentation (b) executing and delivering customary guarantee, pledge and security documents and related officer certificates or other documents as may be reasonably requested by Parent (including certificates of the chief financial officer of the Company and each Subsidiary with respect to solvency and other information customary matters for use in their reports in any materials relating to the Company or any Debt Financing) and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral, (c) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company and the Subsidiaries as may be reasonably requested by Parent or its financing sources, including information related to the Company and the Subsidiaries required by bank regulatory authorities including under applicable “know your customer” and anti-anti money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; Act, (iiid) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit permitting the prospective lenders involved in the Debt Financing to evaluate and appraise the Company Company’s and the Company Subsidiaries’ current assetsassets and liabilities, and cash management and accounting systems, policies and procedures relating thereto, thereto for the purpose of establishing collateral arrangements arrangements; provided that, the foregoing notwithstanding, no obligations of the Company or the Subsidiaries or the Company Representatives under any such agreement, certificate, document or instrument shall be effective until the Closing, and (e) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies. The provisions of this Section shall not require such cooperation to the extent reasonable and customaryit would interfere unreasonably with the business or operations of the Company or any Subsidiary. Neither the Company nor any Subsidiary shall be required to pay any commitment fee or similar fee or incur any liability with respect to the financing contemplated by the Commitment Letters prior to the Closing. Parent shall, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements promptly upon request by the Company, reimburse the Company for all out-of-pocket costs incurred by the Company or any Subsidiary in connection with the foregoing cooperation required by this Section. The Company hereby consents to the use of its and (3) permit representatives the Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any Subsidiary or the reputation or goodwill of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of Company or any credit facility available to ParentSubsidiary.

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause the Company Representatives to, provide to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the Debt FinancingFinancing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (in each case, to the extent reasonably requested):including: (ia) participating in a customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management and prospective lendersRepresentatives of the Company and the Company Subsidiaries and the Financing Sources and potential lenders and investors in the Debt Financing; (iib) assisting with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, and providing reasonable and customary assistance authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; provided, that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; and provided, further, that any such prospective lenders and financing sources shall have agreed to keep such information confidential; (c) executing and delivering (or coordinating the execution and delivery of) any definitive financing documents in connection with the Debt Financing reasonably requested by Parent, including indentures and definitive credit agreement documents (including those that reflect any "market flex" provisions set forth in the agreements evidencing the Debt Financing Commitment), pledge and security documents, guarantee and collateral documents, officer's certificates (including relating to solvency matters of the Company before giving effect to the incurrence of the Debt Financing and the consummation of the transactions contemplated by this Agreement and such Debt Financing) and documents facilitating the pledge of collateral and guarantee of the Debt Financing (including cooperation in connection with the pay-off of the Company's existing indebtedness and the release of related Liens); provided, that such documents will not take effect until, and will be conditioned upon the occurrence of, the Effective Time; (d) furnishing Parent and the Financing Sources as promptly as reasonably practicable with (i) all consolidated financial statements and other pertinent information related solely to the Company and the Company Subsidiaries required by the Financing Commitments and all financial statements, financial data, audit reports and other information related solely to the Company and the Company Subsidiaries required by Regulation S-X (other than Sections 3-10 and 3-16) and Regulation S-K under the Securities Act and of type and form customarily included in an offering memorandum pursuant to Rule 144A under the Securities Act to consummate the offering(s) of debt securities contemplated by the Financing Commitments, but without the Company having to prepare separate financial statements for any Company Subsidiary or changing any fiscal period and (ii) during the period commencing on the twenty-third (23rd) Business Day immediately prior to July 13, 2011 and ending on the filing of the 2011 10-K, preliminary financial results of the Company and the Company Subsidiaries for the fiscal year ended May 31, 2011, including a preliminary consolidated balance sheet, preliminary income statement and preliminary cash flow statement (and, if available, any preliminary audit adjustments and notes thereto) (all such information in this clause (d), the "Required Financial Information"); provided, however, that Required Financial Information shall not include, and Parent shall be solely responsible for, the preparation of documents customarily required in connection with bank debt financings andpro forma financial information including, pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to the extent required under the Debt Commitment Letterbe incorporated into any pro forma financial information; provided, providing all documentation and other information relating to the Company or further, however, that Required Financial Information shall not include any of the Company Subsidiaries reasonably information required by bank regulatory authorities under applicable “know your customer” and antiItems 10-money laundering rules and regulations, including the U.S.A. Patriot Act 14 of 2001Form 10-K; (iiie) notifying Parent and the Financing Sources of any material changes in any preliminary financial results described in clause (d)(ii) above as promptly as practicable after the Company first becomes aware of such changes; (f) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (obtain accountants' comfort letters and not internal counsel or New York or Delaware counsel) and title insurance consents as reasonably requested by Parent or Sub for Parent, solely with respect to the Debt Financing; andRequired Financial Information; (ivg) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate providing financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent, including unaudited monthly financial statements for the Company and the Company Subsidiaries on a consolidated basis (excluding footnotes), to the extent the Company customarily prepares such financial statements, and financial projections (to the extent available) within the time from such statements are prepared; (h) reasonably cooperating to (i) permit the lead arrangers in the Financing to evaluate the Company's and Company Subsidiaries’ ' current assets, and cash management and accounting systems, and policies and procedures relating thereto, thereto for the purpose of establishing collateral arrangements arrangements; provided, that any such lead arrangers shall have agreed to the extent reasonable keep such information confidential, and customary, (2ii) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing foregoing; provided that such accounts, agreements and arrangements will not become active or take effect until the Effective Time; (3i) permit representatives requesting customary payoff letters, Lien terminations and instruments of discharge to be delivered to allow for the payoff, discharge and termination in full on the Closing Date of all indebtedness and Liens under indebtedness of the prospective lenders Company required to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal be repaid as of the Owned Real PropertyEffective Time by the terms of any Debt Financing; and (j) furnishing Parent and the Financing Sources promptly with all documentation and other information required by any Governmental Entity with respect to any Debt Financing under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (B5) using commercially reasonable efforts days prior to make audits the Closing Date. Nothing in this Section 6.7 shall require such cooperation to the extent it would (i) require the Company to agree to pay any fees, reimburse any expenses or give any indemnities, (ii) require the Company to incur any other liability or obligation prior to the Effective Time (it being understood, however, that the Company shall bear all costs and appraisals delivered for purposes expenses of its annual audit but not the costs of any credit facility available comfort letter (which shall be borne by Parent)), (iii) cause any representation or warranty in this Agreement to be breached, or (iv) cause any condition to Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any Company Subsidiary and their Representatives in connection with such cooperation at the request of Parent. The Company, its Affiliates and their respective Representatives shall be indemnified and held harmless by Parent and Merger Sub for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (other than arising from (x) fraud or intentional misrepresentation or from misstatements or omissions in or (y) written historical information of the type prepared by the Company and the Company Subsidiaries in the ordinary course of business that is provided by the Company or any Company Subsidiary; provided, that this clause (y) shall not apply to any preliminary financial results or preliminary financial statements described in clause (d)(ii) above) to the fullest extent permitted by applicable Law and with appropriate contribution to the extent such indemnification is not available, and the Limited Guarantees shall guarantee the obligations of Parent pursuant to this paragraph of this Section 6.7. The Company hereby consents to the use of its and the Company Subsidiaries' logos in connection with the Debt Financing; provided, that logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights.

Financing Assistance. In connection with (a) From the Debt Financing, prior to date hereof until the ClosingEffective Time, the Company shall, and shall request its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, provide to Parent and Sub, at Parent’s sole expense, customary all cooperation reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and Sub that is necessary its Subsidiaries) in connection with the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable advance notice, to meet with prospective lenders and investors in meetings, presentations, road shows and due diligence sessions, (ii) assist with the preparation of disclosure documents in connection therewith (including a customary high yield offering memorandum and a ‘bank book’ covering each of the bath products division and the plumbing products division), (iii) use reasonable best efforts to cause its independent accountants to provide reasonable assistance to Parent, at Parent’s expense, including requesting its independent accountants to provide consent to Parent in obtaining surveysto prepare and use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and to provide any necessary “comfort letters”, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) use reasonable best efforts to cause its attorneys to provide reasonable assistance to Parent, at Parent’s expense, including requesting its attorneys to provide any necessary and customary legal opinions, (Av) taking all actions reasonably necessary use reasonable best efforts to (1) permit obtain landlord waivers, mortgagee waivers, bailee acknowledgements and other similar third party documents required by the prospective lenders involved in financiers providing the Debt Financing to evaluate and (vi) execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency or other matters; provided, that none of the letters, agreements, registration statements, documents and certificates referenced in the Company Subsidiaries’ current assets, immediately preceding clause (vi) shall be executed and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements delivered except in connection with the foregoing Closing (and (3) permit representatives the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the prospective lenders Closing) and shall impose no personal liability on the officers or employees involved. Parent and Merger Subsidiary recognize and agree that the Company cannot “require” its accountants, attorneys or officers to conduct customary commercial field examinationsprovide or execute any documents and any failure by such accountants, customary inventory appraisals attorneys or officers to provide such consents or opinions does not affect the obligations of Parent and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to ParentMerger Subsidiary hereunder.

Financing Assistance. In The Company and its Subsidiaries shall obtain the debt financing from financing sources reasonably satisfactory to Dolce and ADAH and in amounts sufficient to consummate the transactionx xxntemplated by this Agreement, the Preferred Term Sheet, the PSA, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of ADAH and Dolce not to be unreasonably withheld (the "Debt Fixxxxing"). Subject to applicable regulatory or NASD requirements, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and UBS Xxxxxxxies LLC (or theix Xxxxliaxxx) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investors and their respective counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investors and their respective counsel consistent with the Agreement, the Preferred Term Sheet and the PSA and any other reasonable comments of the Investors and their respective counsel and shall not reject such comments without first discussing the reasons therefor with ADAH and Dolce or their counsel and giving due consideration xx the views of ADAH and Dolce and their counsel, and (iii) keep the Investoxx xeasonably informed on a timely basis of developments in connection with the Debt Financing, prior Financing and provide the Investors with an opportunity to the Closing, the Company shall provide to Parent attend and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary participate in connection meetings and/or roadshows with the arrangement and consummation potential providers of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent.

Financing Assistance. In (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries, and use its commercially reasonable efforts to cause their respective directors, officers, employees, counsel, accountants, agents, advisors and other representatives, to provide to the Purchaser and the Merger Sub such cooperation that is reasonably requested by the Purchaser and required by the Initial Lenders (as defined in the Debt Financing Commitments) in connection with (x) the Debt Financing or (y) any New Debt Financing; provided that any request in connection with any New Debt Financing shall be generally customary for debt financings of the type contemplated by the New Debt Financing Commitments, in the case of each of clauses (x) and (y), including (i) assisting in the preparation for and participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies and assisting the Purchaser in obtaining ratings, each as contemplated by the Debt Financing Commitments and within the time periods required by the Purchaser’s Debt Financing sources; (ii) assisting with the preparation of materials for rating agency presentations, bank books, confidential information memoranda and similar documents, each as required in connection with the Debt Financing, prior including representation and authorization letters, and within the time periods required by the Purchaser’s Debt Financing sources; (iii) as promptly as reasonably practical, furnishing the Purchaser and its Debt Financing sources with the Required Information; (iv) using commercially reasonable efforts to obtain customary appraisals, surveys, engineering reports, environmental and other inspections, title insurance and other documentation and items relating to the Closing, the Company shall provide to Parent and Sub, at Parent’s sole expense, customary cooperation Debt Financing as reasonably requested by Parent the Purchaser and required by the Initial Lenders, and, if requested by the Purchaser or Merger Sub, to cooperate with and assist the Purchaser or Merger Sub that is necessary in obtaining such documentation and items; (v) reasonably facilitating, subject to the Effective Time, pledging of collateral, perfection of Liens (including cooperation in connection with the arrangement payoff of existing indebtedness and consummation the release of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counselrelated Liens) and title insurance as reasonably requested by Parent or Sub for providing of guarantees supporting the Debt Financing; and (iv) (Avi) taking all commercially reasonable actions reasonably necessary to (1A) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ Company’s current assets, and cash management and accounting systems, policies and procedures relating thereto, thereto for the purpose purposes of establishing collateral arrangements as of the Effective Time, and (B) assist the Purchaser to establish or maintain, effective as of the extent reasonable and customaryEffective Time, (2) establish customary bank and other accounts and account control and/or blocked account agreements and lock box arrangements in connection with the foregoing and Debt Financing; (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (Bvii) using commercially reasonable efforts to assist the Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the Company is a party and to arrange discussions among the Purchaser, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time and (viii) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by the Purchaser that are necessary or customary to permit the consummation of the Debt Financing; provided that no board of directors or similar governing body of the Company or any of its Subsidiaries shall be required to take any action in connection with the foregoing; and provided further that in all cases none of the Company or any of its Subsidiaries, or any of their respective directors, officers, advisors, or representatives shall incur any liability in connection with the financing prior to the Effective Time and none of the Affiliates (excluding the Purchaser and its Affiliates), directors, officers, advisors, or representatives of the Company or its Subsidiaries shall incur any liability in connection with the financing at any time. The Company will use commercially reasonable efforts to periodically update the Required Information provided to the Purchaser pursuant to clause (iii) of the foregoing sentence as may be necessary such that the Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make audits the statements contained therein not misleading. For the avoidance of doubt, the Purchaser may, to most effectively access the financing markets, require the cooperation of the Company under this Section 6.08 on multiple occasions, between the date hereof and appraisals delivered the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries. Nothing herein shall require such cooperation, assistance or other efforts to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. (b) The Company, its Subsidiaries and their respective directors, officers, Affiliates, advisors and representatives shall be indemnified and held harmless by the Purchaser for purposes and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and the covenants set forth in this Section 6.08 (other than to the extent such losses arise from the gross negligence or willful misconduct of the Company, any credit facility available of its Subsidiaries or their respective officers, advisors and representatives) and any information utilized in connection therewith (other than information provided by or on behalf of the Company or any of its Subsidiaries). The Company shall not be required to Parentpay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing prior to the Effective Time. The Purchaser shall promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the Company and its Subsidiaries (including reasonable attorneys’ fees) in connection with such cooperation, assistance or other efforts. The obligations under this Section 6.08(b) shall survive the termination of this Agreement. (c) All material non-public information provided by the Company or any of its Subsidiaries or any of their respective Representatives pursuant to this Section 6.08 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Purchaser, Merger Sub and their respective Representatives shall be permitted to disclose such information as set forth in the Debt Financing Commitments subject to the confidentiality terms therein, and the providers of the Debt Financing Commitments are permitted to further disclose such information as set forth in the Debt Financing Commitments subject to the confidentiality terms therein.

Financing Assistance. In The Company and its Subsidiaries shall obtain the debt financing from financing sources reasonably satisfactory to Dolce and AXXX and in amounts sufficient to consummate the transactions contemplated by this Agreement, the Preferred Term Sheet, the PSA, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of AXXX and Dolce not to be unreasonably withheld (the “Debt Financing”). Subject to applicable regulatory or NASD requirements, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx, Incorporated and UBS Securities LLC (or their Affiliates) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investors and their respective counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investors and their respective counsel consistent with the Agreement, the Preferred Term Sheet and the PSA and any other reasonable comments of the Investors and their respective counsel and shall not reject such comments without first discussing the reasons therefor with AXXX and Dolce or their counsel and giving due consideration to the views of AXXX and Dolce and their counsel, and (iii) keep the Investors reasonably informed on a timely basis of developments in connection with the Debt Financing, prior Financing and provide the Investors with an opportunity to the Closing, the Company shall provide to Parent attend and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary participate in connection meetings and/or roadshows with the arrangement and consummation potential providers of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent.

Financing Assistance. In The Company and its Subsidiaries shall obtain the debt financing from financing sources reasonably satisfactory to Dolce and ADAH and in amounts sufficient to consummate the transaxxxxns contemplated by this Agreement, the Preferred Term Sheet, the PSA, the GM Settlement and the Plan, such financing to be on then-prevailing market terms with respect to the applicable interest rate, redemption provisions and fees, and otherwise to be on terms that are acceptable to each of ADAH and Dolce not to be unreasonably withheld (the "Dexx Xinancing"). Subject to applicable regulatory or NASD requirements, Merrill Lynch, Pierce, Fenner & Smith, Incorporated and XXX Xxcurities LLC (or xxxxx Afxxxxxtes) shall be entitled to participate in such Debt Financing on market terms. The Company and its Subsidiaries shall execute and deliver any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents necessary or desirable to obtain the Debt Financing. The Company will (i) provide to the Investors and their respective counsel a copy of all marketing information, term sheets, commitment letters and agreements related to the Debt Financing and a reasonable opportunity to review and comment on such documents prior to such document being distributed, executed or delivered or filed with the Bankruptcy Court, (ii) duly consider in good faith any comments of the Investors and their respective counsel consistent with the Agreement, the Preferred Term Sheet and the PSA and any other reasonable comments of the Investors and their respective counsel and shall not reject such comments without first discussing the reasons therefor with ADAH and Dolce or their counsel and giving due considerxxxxn to the views of ADAH and Dolce and their counsel, and (iii) keep the Inxxxxors reasonably informed on a timely basis of developments in connection with the Debt Financing, prior Financing and provide the Investors with an opportunity to the Closing, the Company shall provide to Parent attend and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary participate in connection meetings and/or roadshows with the arrangement and consummation potential providers of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent.

Financing Assistance. In connection with (a) From the Debt Financing, prior to date hereof until the ClosingEffective Time, the Company and its Subsidiaries shall, and shall use their reasonable best efforts to cause each of their respective officers, directors, employees and Representatives to, provide to Parent and Sub, at Parent’s sole expense, customary all cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of Parent’s financing of the Debt Merger or other filings or financings of Parent (the “Financing”), including (in each caseA) causing appropriate officers and employees to be available, on a customary basis and on reasonable advance notice, to the extent reasonably requested): (i) participating meet with prospective lenders and investors in a reasonable number of meetings, drafting sessions, due diligence sessions, drafting sessions management presentations, road shows and sessions between senior management and prospective lenders; with rating agencies, (iiB) providing reasonable and customary assistance assisting with the preparation of documents customarily materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar documents, (C) causing its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and to provide any necessary “comfort letters” and (D) causing its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions, (E) obtaining any necessary rating agencies’ confirmations or approvals for the Financing and (F) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of the Company with respect to solvency or other matters. The Company will provide to Parent and its financing sources as promptly as practicable any audited, unaudited and pro forma and other financial information or data that are reasonably required in connection with bank debt financings andthe Financing. (b) Without limiting the foregoing, at the request of Parent, prior to the extent required under the Debt Commitment LetterEffective Time, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using shall use its reasonable best efforts to assist cooperate with Parent and Merger Sub in obtaining surveysany consents or waivers to, legal opinions from local outside counsel and giving notices of redemption in respect of, any of its Indebtedness, provided that Company shall not be required to permit any of the foregoing to become effective prior to the Effective Time. At the request of Parent, the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to commence consent solicitations or issuer tender or exchange offers with respect to their respective Indebtedness as and at the times that Parent shall request (“Consent/Tender Offers”), in each case with the cooperation of Parent and Merger Sub and using agents chosen by Parent. All Consent/Tender Offers shall be in accordance with applicable Laws and Regulations and shall be on the terms and conditions reasonably specified by Parent; provided, that all Consent/Tender Offers (and not internal counsel all obligations to make any payments to holders of all or New York any portion of any Indebtedness in connection therewith or Delaware counselto modify the terms or provisions of any Indebtedness) shall be conditioned upon the consummation of the Merger, and title insurance as reasonably requested by Parent or Sub for shall terminate immediately upon the Debt Financing; and (iv) (A) taking all actions reasonably necessary termination of this Agreement prior to (1) permit the prospective lenders involved in Effective Time. In addition, at the Debt Financing to evaluate request of Parent, the Company and shall arrange to repay any outstanding Indebtedness under its credit agreement effective at the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to ParentEffective Time.

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company shall, and shall cause each wholly-owned Company Subsidiary to, and shall use its reasonable best efforts to cause the Company Subsidiaries (other than those that are wholly-owned by the Company) and Company Representatives to, at Parent's sole cost and expense, provide to Parent and Sub, at Parent’s sole expense, customary cooperation reasonably requested by Parent and Sub that is necessary in connection with with, and customary for, the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested):including: (ia) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management and prospective lenderswith rating agencies; (iib) providing reasonable and customary assistance assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents customarily required in connection with bank debt financings andthe Financing; provided that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (c) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any borrowing Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the extent Debt Financing) or otherwise reasonably facilitating the pledging of collateral (including delivery of pay-off letters and other cooperation in connection with the pay off of existing Indebtedness and the release of all related Liens); provided that such documents will not take effect until the Effective Time; (d) furnishing Parent and its Financing sources as promptly as practicable with financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent, including all financial statements and projections and other pertinent information required under by the Debt Financing Commitment Letter, providing all documentation Letter or as otherwise required in connection with the Debt Financing and other the transactions contemplated by this Agreement (including information relating to the Company and Company Subsidiaries (including information to be used in the preparation of one or any more information packages regarding the business, operations and business plan or budget of the Company Subsidiaries reasonably required and Company Subsidiaries) customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Debt Financing Commitment Letter to assist in preparation of customary offering or information documents or rating agency or lender or investor presentations relating to such placement, including arrangement and/or syndication of loans) (all such information in this clause (d), the U.S.A. Patriot Act of 2001"Required Financial Information"); (iiie) using reasonable best efforts providing financial statements (excluding footnotes) to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; andextent the Company customarily prepares such financial statements within the time frame such statements are prepared; (iv) (Af) taking all actions reasonably necessary to (1i) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ ' current assets, and cash management and accounting systems, policies and procedures relating thereto, thereto for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2ii) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing foregoing; provided that such accounts, agreements and arrangements should not become active or take effect until the Effective Time; and (3g) permit representatives furnishing Parent and its Financing sources promptly with all documentation and other information required by Governmental Entities with respect to the Financing under applicable "know your customer" and anti-money laundering rules and regulations. Nothing in this Section 6.7 shall require such cooperation to the extent it would (i) require the Company to pay or agree to pay any fees, reimburse any expenses or give any indemnities prior to the Effective Time (it being understood, however, the Company shall bear all costs and expenses of its annual audit) or (ii) unreasonably interfere with the ongoing operations of the prospective lenders Company or the Company Subsidiaries. The effectiveness of any documents executed by the Company or any Company Subsidiary shall be subject to conduct customary commercial field examinationsthe Closing having occurred. Parent or Merger Sub shall, customary inventory appraisals promptly upon request by the Company, reimburse the Company for all reasonable and a customary appraisal documented out-of-pocket costs incurred by the Company or any Company Subsidiary or any of their Representatives in connection with such cooperation requested by Parent. All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 6.7 shall be kept confidential in accordance with the terms of the Owned Real PropertyNDA. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, be required to incur any liability to any person under any financing that Parent and (B) using commercially reasonable efforts Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to make audits this Section 6.7 for which they are not reimbursed or indemnified by Parent. The Company hereby consents to the use of its and appraisals delivered for purposes of the Company Subsidiaries' logos in connection with the Debt Financing; provided that such logos shall be used in a manner that is not intended to or reasonably likely to harm, disparage or otherwise adversely affect the Company or any credit facility available to ParentCompany Subsidiary.

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company shall, and shall cause each Company Subsidiary to, and shall use its reasonable best efforts to cause the Company Representatives to, provide to Parent and Sub, at Parent’s sole expense, customary such cooperation as may be reasonably requested by Parent and Merger Sub that is necessary in connection with the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested):following; provided that such requested cooperation does not unreasonably interfere with the operations of the Company and the Company Subsidiaries and is consistent with Law: (ia) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management and prospective lenderswith rating agencies; (iib) providing reasonable and customary assistance assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents customarily required reasonably requested by Parent or its Representatives in connection with bank debt financings and, to the extent required under Financing; provided that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Debt Commitment Letter, providing all documentation and other information relating to Surviving Company and/or its Subsidiaries as the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001obligor; (iiic) using reasonable best efforts to assist Parent in obtaining surveysexecute and deliver any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions from local outside counsel or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any borrowing Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Financing) or otherwise reasonably facilitating the pledging of collateral (including delivery of pay-off letters and other cooperation in connection with the pay-off of existing Indebtedness and the release of all related Liens); provided that such documents will not internal counsel take effect until the Effective Time; (d) using reasonable best efforts to furnish Parent and its Financing sources as promptly as practicable with financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent, including all financial statements and projections and other pertinent information required by the Debt Financing Commitment or New York as otherwise required in connection with the Debt Financing and the Transactions (including information relating to the Company and Company Subsidiaries (including information to be used in the preparation of one or Delaware counselmore information packages regarding the business, operations and business plan or budget of the Company and Company Subsidiaries) and customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by the Debt Financing Commitment to assist in preparation of customary offering or information documents or rating agency or lender or investor presentations relating to such placement, arrangement and/or syndication of loans); (e) using reasonable best efforts to obtain accountants’ comfort letters, consents, legal opinions, surveys, title insurance and other documentation and items relating to the Debt Financing as reasonably requested by Parent or and to arrange discussions among Parent, Merger Sub for the Debt Financing; andand their Financing sources and prospective Financing sources with other parties to Company Material Contracts, leases related to Owned Real Property and Liens; (ivf) providing monthly financial statements (Aexcluding footnotes) to the extent the Company customarily prepares such financial statements within the time frame such statements are prepared; (g) taking all actions reasonably necessary to (1i) permit the prospective lenders involved in the Debt Financing to evaluate the Company Company’s and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, thereto for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2ii) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing foregoing; provided that such accounts, agreements and arrangements shall not become active or take effect until the Effective Time; (3h) permit representatives entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing immediately prior to the Effective Time to the extent direct borrowings or debt incurrences by the Company or any Company Subsidiary are contemplated by the Debt Financing Commitment; (i) at the Company’s option, taking or appointing a representative of Parent to take all corporate actions, subject to the occurrence of the prospective lenders Closing, reasonably requested by Parent to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal permit the consummation of the Owned Real PropertyDebt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Surviving Company or its Subsidiaries following the Effective Time; (j) furnishing Parent and its Financing sources promptly with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations; and (k) without limiting the generality of the foregoing, to provide such cooperation as may be reasonably requested by Parent: (i) for Shenzhen iDreamSky Technology Co., Ltd. ( ) to execute a working capital loan agreement with the Lender or its Affiliate to payoff and/or refinance existing financings borrowed from other commercial banks on or prior to the Closing; (ii) for an offshore dividend account to be established by iDreamsky Technology (HK) Limited with the Lender; and (iii) at least one (1) month prior to the Closing Date, the Company has caused applicable Company Subsidiaries, to move all major revenue accounts or cash collection accounts of such Company Subsidiaries (including the top five (5) revenue accounts or cash collection accounts of the Company Subsidiaries) to accounts held with the Lender or its Affiliates and cancel such accounts with other banks, such that no less than seventy percent (70%) of cash receipts derived from revenue of the Company Subsidiaries (such revenue amount should be certified by a third party accounting report) are collected into such accounts opened with the Lender or its Affiliates, and all the cash balance of the Company and Company Subsidiaries have been transferred to such accounts prior to the Closing Date. Nothing in this Section 6.7 shall require such cooperation to the extent it would require the Company or any Company Subsidiary to agree to pay any fees or reimburse any expenses (Bfor which it is not reimbursed by Parent) using commercially or give any indemnities or otherwise incur any liability or Indebtedness prior to the Effective Time (it being understood, however, the Company shall bear all costs and expenses of its annual audit). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable efforts and documented out-of-pocket costs incurred by the Company or any Company Subsidiary in connection with such cooperation requested by Parent; provided that, in the event Parent is required to make audits any payments of the Parent Termination Fee or Expenses in accordance with Section 8.2(e), the costs as reimbursed by Parent in accordance with the foregoing clause shall be counted towards the Parent Termination Fee or the Expenses, and appraisals delivered for purposes be regarded as a part of any credit facility available the Parent Termination Fee or the Expenses. The Company hereby consents to Parentthe use of its and the Company Subsidiaries’ logos in connection with the Financing.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use its and their commercially reasonable efforts to provide to Parent and Sub, at Parent’s sole expense, such cooperation that is customary cooperation as may be reasonably requested by Parent to assist Parent in arranging, obtaining or syndicating the Debt Financing (which for purposes of this Section 6.03 shall be deemed to include any debt financing, other than the Debt Financing, pursued by Parent, any wholly owned Subsidiary of Parent or any Merger Sub to consummate the transactions contemplated hereby (an “Alternate Debt Financing”)) (provided, that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and Sub that is necessary its Subsidiaries or require the Company or any of its Subsidiaries to waive or amend any terms of this Agreement), including using commercially reasonable efforts to: (i) reasonably cooperate with the customary marketing efforts or due diligence efforts of Parent in connection with the arrangement and consummation all or any portion of the Debt Financing, including (making available members of the management team with appropriate seniority and expertise to assist in each case, preparation for and to the extent reasonably requested): (i) participating participate in a mutually agreed number (on reasonable number notice) of virtual meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management with proposed lenders, underwriters, initial purchasers, placement agents, investors and prospective lendersrating agencies; (ii) providing on reasonable notice comment on customary offering memoranda, rating agency presentations, bank information memoranda, lender and customary assistance with the preparation of investor presentations, road show materials, confidential information memoranda, registration statements, prospectuses, prospectus supplements, private placement memoranda, and similar documents customarily required in connection with bank debt financings andthe Debt Financing, including the marketing and syndication thereof; (iii) cause the Company’s independent accountants and/or auditors to provide customary cooperation with the Debt Financing; (iv) (A) to the extent customary for Parent to prepare marketing materials for any Debt Financing of the applicable type, furnish Parent and the applicable Financing Sources with (1) audited consolidated statements of financial position and related audited statements of operations and comprehensive income (loss), stockholders’ equity and cash flows of the Company for each of the three fiscal years most recently ended more than sixty (60) days prior to the Closing Date, and (2) unaudited consolidated statements of financial position and related unaudited consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows of the Company for each subsequent interim quarterly period ended more than 40 days prior to the Closing Date, in the case of each of clauses (A)(1) and (A)(2), prepared in accordance with GAAP and (B) furnish Parent and its Financing Sources with such other customary information relating to the Company and its Subsidiaries that is reasonably requested by Parent and is customarily required under in marketing materials for Debt Financings of the Debt Commitment Letter, providing applicable type; (v) provide to Parent and the Financing Sources promptly all documentation and other information relating about the Company and its Subsidiaries required by the Financing Sources or regulatory authorities with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001PATRIOT Act, that is required under any Debt Financing to the extent such documentation and other information is requested in writing to the Company at least ten Business Days prior to the Closing Date; (iiivi) using reasonable best efforts subject to assist Parent in obtaining surveyscustomary confidentiality provisions and disclaimers, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for provide customary authorization letters to the Debt Financing; and (iv) (A) taking all actions reasonably necessary Financing Sources authorizing the distribution of information pertaining to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, its Subsidiaries to prospective lenders or investors and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements including customary representations with respect to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements absence of material non-public information in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals any “public side” information and a customary appraisal “10b-5” representation with respect to any information pertaining to the Company or its Subsidiaries; (vii) facilitate the payoff, discharge and termination in full substantially concurrently with Closing of obligations outstanding under the Owned Real PropertyCredit Agreement (including, and (B) without limitation, using commercially reasonable efforts to facilitate the calculation of the amounts required to effect the payoff and termination of the Credit Agreement in full at Closing no less than three Business Days prior thereto); provided that (A) neither the Company nor any of its Subsidiaries shall have any obligation to make audits any payment in respect of the foregoing unless and appraisals delivered until the Closing occurs and it being understood that at the Closing, Parent and its Subsidiaries shall provide the Company and its Subsidiaries with the funds necessary for purposes the Company to actually effect such payoff and termination and (B) no such action shall be required unless it can be and is conditioned on the occurrence of the Closing; and (viii) consent to the reasonable use of trademarks and logos of the Company or any of its Subsidiaries solely in connection with the Debt Financing; provided, that such trademarks and logos are used solely in a manner that is not intended to or is reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (b) The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to: (i) take or permit the taking of any credit facility action pursuant to Section 6.03(a) that (A) would require the Company, its Subsidiaries or any Persons who are directors or officers of the Company or its Subsidiaries (other than in their capacities as such upon and after the Closing) to enter into or approve any definitive financing or purchase agreement for the Debt Financing effective prior to the Closing, pass resolutions or consents to approve or authorize the execution of the Debt Financing, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is effective prior to the Closing, or that would be effective if the Closing does not occur (other than the customary authorization letters referred to above), (B) would cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries (unless waived by Parent), (C) would require the Company or any of its Subsidiaries to pay any commitment or other similar fee prior to the Closing or incur any other expense, liability or obligation in connection with the Debt Financing prior to the Closing, (D) could reasonably be expected to cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability in their capacity as such, (E) conflict with the organizational documents of the Company or its Subsidiaries or any Applicable Law or (F) could reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Subsidiaries is a party; (ii) provide access to or disclose information that the Company or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (provided, that the Company or such Subsidiary has disclosed that information is being withheld (to the extent doing so would not jeopardize such privilege) and used commercially reasonable efforts to disclose the substance of such information without jeopardizing such privilege); (iii) prepare (A) any IFRS financial statements or reconciliations or otherwise provide financial information in a format other than in accordance with GAAP (provided, that the Company and its Subsidiaries will use commercially reasonable efforts to provide information reasonably necessary for Parent’s preparation of any such reconciliations or information) or (B) any other financial statements or information that are not reasonably available to it or that are not capable of being prepared by it without undue burden or otherwise with the use of commercially reasonable efforts (other than the customary authorization letters referred to above); (iv) enter into any instrument or agreement with respect to the Debt Financing that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur; (v) prepare any projections or pro forma financial statements (provided that the Company and its Subsidiaries will use commercially reasonable efforts to reasonably cooperate with Parent’s preparation of any such projections or pro forma financial statements); or (vi) deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing. Nothing contained in this Section 6.03 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. (c) Parent and Merger Subs shall, on a joint and several basis, promptly on written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the Debt Financing or satisfying its obligations under this Section 6.03, whether or not the Mergers are consummated or this Agreement is terminated (excluding, for the avoidance of doubt, the costs of the preparation of any annual or quarterly financial statements of the Company to the extent prepared in the ordinary course of its financial reporting practice). Parent and Merger Subs shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, reasonable out-of-pocket costs, reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with the Debt Financing or otherwise in connection with any action taken by the Company, any of its Subsidiaries or any of their respective Representatives pursuant to this Section 6.03 (other than the use of any information provided by the Company, any of its Subsidiaries or any of their respective Representatives in writing for use in connection with the Debt Financing) whether or not the Mergers are consummated or this Agreement is terminated, except in the event such losses, claims, damages, liabilities, reasonable out-of-pocket costs reasonable out-of-pocket attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) arise out of or result from the gross negligence or willful misconduct of the Company or its Subsidiaries in fulfilling their obligations pursuant to this Section 6.03. (d) Anything to the contrary in this Agreement notwithstanding, (i) the parties hereto acknowledge and agree that the provisions contained in this Section 6.03 represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent, Bidco or either Merger Sub with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations, (ii) the Company’s breach of any of the covenants required to be performed by it under this Section 6.03 shall not be considered in determining the satisfaction of the condition set forth in Section 9.02(a) unless such breach is the primary cause of Parent being unable to obtain Debt Financing required to consummate the Mergers and (iii) the receipt and availability of any funds or financing is not a condition to Closing under this Agreement nor is it a condition to Closing under this Agreement for Parent to obtain all or any portion of the Debt Financing or any other financing. The Company will be deemed to be in compliance with this Section 6.03 unless and until (i) Parent provides written notice to the Company of any alleged failure to comply with this Section 6.03, which notice includes reasonable detail regarding the cooperation required by the Company to cure such alleged failure (which notice shall not require the Company to provide any cooperation that it would not otherwise be required to provide under this Section 6.03) and (ii) the Company fails to take the actions specified in such notice prior to the earlier of (x) five (5) Business Days after receipt thereof and (y) the date that the conditions set forth in Article IX (other than conditions that, by their nature, can only be satisfied at the Closing (but subject to such conditions being able to be satisfied at Closing)) are satisfied. (e) All confidential information provided by the Company, its Subsidiaries and their respective Representatives shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information as applicable to any number of Financing Sources as would be reasonable and customary in connection with any Debt Financing; provided, that all confidential information shared with Financing Sources shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Financing Sources, may be satisfied by customary confidentiality undertakings in the context of customary syndication practices from Financing Sources and ratings agencies).

Financing Assistance. In connection with the Debt Financing, prior Subject to the Closingterms of Section 7.11 and this Section 7.12, the Company shall, and shall provide cause its Subsidiaries to, use reasonable best efforts to Parent cause its and Subtheir officers, at Parent’s sole expensedirectors, customary cooperation reasonably requested by Parent employees, accountants, consultants, legal counsel, agents and Sub that is necessary other representatives to cooperate in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter or any alternative debt financing for the transactions contemplated by this Agreement as may be reasonably requested by Parent, including (i) participation in meetings, presentations, drafting sessions, due diligence sessions and consummation sessions with prospective lenders, investors and ratings agencies in connection with any of such debt financing; (ii) furnishing Parent and its financing sources with the financial statements of the Company and its Subsidiaries identified in Section 12 of Exhibit D of the Debt Financing, including Commitment Letter (excluding any Pro Forma Financial Information) (the “Required Financial Information”) and interim financial statements for any month or quarter after the date of this Agreement; (iii) assisting Parent and Merger Sub and their financing sources in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required (A) any Debt Offering Documents and (B) materials for rating agency presentations; (iv) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing, including presentations and road shows to and with, among others, prospective lenders, investors and ratings agencies; (v) reasonably facilitating the pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts in connection with bank debt financings and, 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 extent 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 Debt Commitment Letterexisting credit agreements to which the Company and its Subsidiaries are parties, providing and furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Closing Date, with all documentation and other information relating required by any Governmental Body with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financingamended); and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3ix) permit representatives of the prospective lenders to conduct customary commercial field examinationsat Parent's request and direction, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits ensure that any efforts to syndicate the Debt Financing benefit from the Company's existing lending and appraisals delivered investment banking relationships. Parent and Merger Sub acknowledge and agree that they are responsible for purposes the preparation and content of Debt Offering Documents and the Pro Forma Financial Information and the Company and its Subsidiaries will not have any credit facility available Liability in respect thereof. Notwithstanding the foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (y) neither the Company nor any of its Subsidiaries shall be required to Parentpay any commitment or other similar fee or incur any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter prior to the Effective Time. Parent shall, at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company and its Subsidiaries for all reasonable out of pocket costs incurred by the Company or its Subsidiaries in connection with the cooperation required by this Section 7.12, including in connection with the preparation of the Debt Offering Documents and the Pro Forma Financial Information. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter and the performance of their respective obligations under this Section 7.12 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 kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to 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 customary confidentiality undertakings with respect to such information, with the Company being a beneficiary of such confidentiality undertakings.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company shall, and shall use reasonable best efforts to cause each of its Subsidiaries to, provide to Parent and Sub, at Parent’s sole expense, customary such cooperation as may be reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the Debt Financing, or if applicable, the Alternative Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries), including (in each case, using reasonable best efforts to the extent reasonably requested): (i) participating as promptly as reasonably practicable furnish to Parent and Merger Sub and the Financing Sources all Required Information, (ii) participate in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection Financing Sources and cooperate reasonably with bank debt financings andthe Financing Sources' due diligence, to the extent required under customary and reasonable for the Debt Commitment LetterFinancing, (iii) to the extent customary and in accordance with applicable Law, facilitate the providing all documentation of guarantees and granting of a security interest (and perfection thereof) in and pledge of collateral and assist in the preparation of, and executing and delivery at the Closing, any definitive documents for the Debt Financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other information relating definitive agreements, documents or instruments related to the Company or any of the Company Subsidiaries Debt Financing, if applicable and as may be reasonably required requested by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsParent, including the U.S.A. Patriot Act of 2001; provided that no such definitive documents in this clause (iii) shall be effective until the Effective Time, (iv) using reasonable best efforts to assist Parent in obtaining surveysobtain a certificate of the chief financial officer or person performing similar functions of the Company with respect to solvency matters to the extent reasonably required by the Financing Sources or the Debt Commitment Letter, legal opinions from local outside counsel (v) arranging for customary payoff letters, lien terminations and not internal counsel instruments of discharge to be delivered at or New York or Delaware counselprior to Closing relating to all Indebtedness to be paid off, discharged and terminated on the Closing Date, and (vi) furnish all documentation and title insurance as reasonably requested other information required by Parent or Sub for Governmental Authorities under applicable "know your customer", anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Debt Financing; and (iv) (A) taking all actions reasonably necessary , including the United States, Cayman Islands and PRC, provided that the information provided hereunder shall be subject to (1) permit the prospective lenders involved in terms of the Debt Financing to evaluate Confidentiality Agreement. Neither the Company and nor any of its Subsidiaries shall be required, under the provisions of this Section 6.08 or otherwise in connection with any Debt Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such expense is reimbursed by Parent promptly after incurrence thereof, or (z) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time. Parent shall promptly, upon the termination of this Agreement, reimburse the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent all reasonable and customary, documented out-of-pocket costs and expenses (2including reasonable attorneys’ fees) establish customary bank and other accounts and blocked account agreements and lock box arrangements incurred by the Company or any of its Subsidiaries in connection with the foregoing and (3) permit representatives cooperation of the prospective lenders to conduct customary commercial field examinationsCompany and its Subsidiaries contemplated by this Section 6.08 and shall indemnify and hold harmless the Company, customary inventory appraisals its Subsidiaries and a customary appraisal their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Owned Real PropertyDebt Financing, or if applicable, the Alternative Debt Financing, and any information used in connection therewith (B) using commercially reasonable efforts except with respect to make audits and appraisals delivered for purposes any information provided by or on behalf of the Company or any credit facility available to Parentof its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent and and/or Merger Sub, at Parent’s sole expense, such reasonable cooperation in connection with the arrangement of the Debt Financing (or Alternative Financing obtained in accordance with this Section 6.6) as is necessary and customary cooperation and reasonably requested by Parent and Sub that is necessary required in connection accordance with the arrangement and consummation terms of the Debt FinancingFinancing (or Alternative Financing obtained in accordance with this Section 6.6), including (in each case, to the extent reasonably requested): using commercially reasonable efforts to: (i) participating in a upon reasonable number notice, participation by senior management, Representatives and advisors of meetingsthe Company in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and sessions between senior management meetings with prospective lenders and prospective lenders; debt investors, in each case, at reasonable times and locations mutually agreed; (ii) providing reasonable and customary assistance assist with the preparation of documents customarily required materials for bank information memoranda and private placement memoranda, prospectuses, offering memoranda and other customary marketing materials and information reasonably necessary in connection with bank debt financings and, to the extent required under the Debt Commitment Letter, providing all Financing (or Alternative Financing obtained in accordance with this Section 6.6); (iii) furnish Parent or Merger Sub and its financing sources reasonably promptly with the Financing Information of the Company and its Subsidiaries; (iv) deliver to Parent and its Debt Financing Sources as promptly as reasonably practicable (i) the documentation and other information relating requested by the Debt Financing Sources with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under (x) applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot PATRIOT Act and (y) the U.S. Treasury Department’s Office of 2001; Foreign Assets Control and the Foreign Corrupt Practices Act (iiiand, in any event, at least four Business Days prior to the Closing Date, to the extent requested at least nine days prior to the Closing Date); (v) using reasonable best efforts cause its independent auditors to cooperate with the Debt Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings where financial information of the Company is included; (vi) assist Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, offering or private placement memoranda, financial projections and similar documents used in obtaining surveysconnection with the Debt Financing; (vii) execute and deliver definitive Debt Financing documents, legal opinions from local outside counsel (including pledge and not internal counsel or New York or Delaware counsel) security documents, certificates and title insurance as other documents, to the extent reasonably requested by Parent in connection with the Debt Financing (provided, that any obligations contained in such documents shall be effective no earlier than as of the Closing); and (viii) otherwise reasonably facilitate the pledging of collateral; provided, that nothing herein shall require the Company or Sub for any of its Subsidiaries to provide such cooperation to the extent it would interfere unreasonably with the business or operations of the Company, its Subsidiaries or its Affiliates; provided, further, that neither the Company nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any Contract or the encumbrance of any asset of the Company and its Subsidiaries), that would be effective prior to the Closing Date or that would otherwise result in a breach of any of its or their Contracts; provided, further, that the board of directors and officers of the Company and the board of directors or similar governing body and officers of its Subsidiaries shall not be required, prior to the Closing, to adopt resolutions approving the agreements, documents and instruments in connection with the Debt Financing or pursuant to which any portion of the Debt Financing is obtained, and neither the Company nor any of its Subsidiaries or any officer or director thereof shall be required to execute, prior to the Closing, any documents contemplated by the Debt Commitment Letter or any other certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification to any existing certificate, document, instrument or agreement that is effective prior to the Closing. (b) The Company hereby consents to the reasonable use of all of its and its Subsidiaries’ logos in connection with the Debt Financing; and provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. Notwithstanding any other provision set forth herein or in any other agreement between the Company and Parent (iv) (A) taking all actions reasonably necessary or its Affiliates), the Company agrees that Parent and its Affiliates may share customary projections with respect to (1) permit the prospective lenders involved Company and its business with the Debt Financing Sources identified in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assetsCommitment Letter, and cash management that Parent, its Affiliates and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements such Debt Financing Sources may share such information with potential Debt Financing Sources in connection with any marketing efforts in connection with the foregoing and Debt Financing, provided that the recipients of such information agree to customary confidentiality arrangements. Notwithstanding the requirements of Section 6.7(a), neither the Company nor any of its Subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (3other than reasonable out-of-pocket costs) permit representatives or incur any other liability or provide or agree to provide any indemnity, guarantee or pledge in connection with the Debt Financing or any of the prospective lenders foregoing prior to conduct customary commercial field examinationsthe Closing Date. (c) Parent (i) shall promptly, customary inventory appraisals upon request by the Company, reimburse the Company for all reasonable and a customary appraisal of the Owned Real Property, documented out-of-pocket costs (including (A) reasonable outside attorneys’ fees and (B) using commercially reasonable efforts fees and expenses of the Company’s accounting firms engaged to make audits assist in connection with the Debt Financing, including performing additional requested procedures, reviewing any offering documents, participating in any meetings and appraisals delivered providing any comfort letters) to the extent incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.7, (ii) acknowledges and agrees that, except for purposes obligations of the Company and its Subsidiaries from and after the Closing, the Company, its Subsidiaries and their respective Representatives shall not have any credit facility available responsibility for, or incur any liability to Parentany Person under, any arrangement with respect to the Debt Financing that Parent may request in connection with the transactions contemplated by this Agreement and (iii) shall indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or their cooperation and assistance obligations (including any of the actions taken in accordance with Section 6.7(a)) and any information used in connection therewith (other than historical information relating to the Company and its Subsidiaries).

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company agrees to provide, and shall provide use reasonable best efforts to cause each of its Subsidiaries and each of their respective officers, employees and Representatives to provide, to Parent and Merger Sub, at Parent’s sole expense, customary all reasonable cooperation reasonably as may be requested by Parent and Sub that is necessary or its Representatives in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and consummation of its Subsidiaries), including, without limitation, to the extent customary and reasonable for the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating participation in a reasonable number of meetings, presentations, due diligence sessions, drafting road shows, sessions with rating agencies and sessions other meetings, including arranging for reasonable direct contact between senior management management, representatives and prospective lenders; advisors of the Company with representatives of Parent and its Debt Financing Sources, (ii) providing reasonable and customary assistance with assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents customarily required reasonably requested by Parent or its representatives in connection with bank debt financings and, the Debt Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the extent Debt Financing and delivery of one or more customary representation letters), (iii) as promptly as reasonably practicable, furnishing Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and its Debt Financing Sources (the information required to be delivered in this clause (iii), the “Required Information”), (iv) cooperating with advisors, consultants and accountants of Parent or its Debt Financing Sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any Subsidiary, including for the purpose of establishing collateral eligibility and values, (v) facilitating the securing or pledging of collateral and executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, provided that the effectiveness of any collateral or security granted hereunder and any obligations of the Company or any of its Subsidiaries under any such definitive documents shall be contingent upon the Debt Commitment Letteroccurrence of the Effective Time, providing (vi) furnishing Parent, Merger Sub and its Representatives promptly with all documentation and other information relating required with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; and (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (Avii) taking all corporate actions reasonably necessary to (1) permit the prospective lenders involved in consummation of the Debt Financing to evaluate Financing, including without limitations the Company execution and the Company Subsidiaries’ current assetsdelivery of any other certificates, instruments or documents and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts accounts, and blocked account agreements and lock box arrangements to permit the proceeds thereof, to be made available to Merger Sub on the Closing Date to consummate the Merger. The Company will periodically update any such Required Information to be included in an offering document to be used in connection with the foregoing and (3) permit representatives such Debt Financing in order to ensure that such Required Information does not contain any untrue statement of the prospective lenders material fact or omit to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts state any material fact necessary in order to make audits and appraisals delivered for purposes the statements contained therein not misleading. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.17 or otherwise in connection with any credit facility available to Parent.Debt Financing,

Financing Assistance. In connection with the Debt Financing, prior Prior to the Closing, the Company shall provide to Parent and Merger Sub, at Parent’s sole expenseand shall cause the Company Subsidiaries to, customary and shall use its commercially reasonable efforts to cause the Company Representatives to, provide to Parent and Merger Sub all cooperation reasonably requested in writing by Parent and Sub that is necessary reasonably necessary, proper or advisable in connection with any debt financing proposed to be consummated in connection with the arrangement and consummation of the transactions contemplated by this Agreement (“Debt Financing”), including including: (in each case, to the extent reasonably requested): (ia) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; with rating agencies; (iib) providing reasonable and customary assistance assisting with the preparation of materials for rating agency presentations, bank information memoranda, business projections and similar documents customarily reasonably necessary, proper or advisable in connection with any Debt Financing; (c) furnishing Parent and Merger Sub with financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably required in connection with bank debt financings andany Debt Financing (all such information in this clause (c), to the extent required under the Debt Commitment Letter, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; Required Information”); (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financing; and (iv) (Ad) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the any Debt Financing to evaluate the Company Company’s and the Company its Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, thereto for the purpose purposes of establishing collateral arrangements arrangements; (e) executing and delivering any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any borrowing Company Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to any Debt Financing) or otherwise reasonably facilitating the pledging of collateral, provided that such documents will not take effect until the Effective Time; and (f) taking all corporate actions reasonably necessary to permit the consummation of any Debt Financing and to permit the proceeds thereof, together with the cash at the Company and the Company Subsidiaries, to be made available to the extent Company on the Closing Date to consummate the Merger. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements documented out-of-pocket costs incurred by the Company or the Company Subsidiaries in connection with the foregoing and (3) permit representatives performance of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal provisions of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parentthis Section 5.11.

Financing Assistance. In connection with the Debt Financing, prior (a) Prior to the ClosingAcceptance Time, the Company shall, and shall use its reasonable best efforts to cause its Representatives to, use reasonable best efforts to provide to Parent and Sub, at Parent’s sole expense, customary all cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of the Debt Financing, including which reasonable best efforts shall include: (in each case, i) furnishing Parent as promptly as reasonably practicable with financial information and other pertinent information regarding the Company and its Subsidiaries to the extent such information exists (or is otherwise customary for debt financings similar to the Debt Financing, unless the delivery of such information would be unreasonably burdensome) and is reasonably requested):requested by Parent to consummate the Debt Financing (including the Required Financial Information); (iii) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions sessions, meetings with prospective lenders and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with rating agencies in connection with the Debt Financing, and cooperating with Parent in connection with Parent’s preparation of materials for rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memorandum that does not include material non-public information) and similar documents customarily required in connection with bank debt financings the Debt Financing; (iii) (A) reasonably assisting Parent in connection with Parent’s preparation of one or more credit or other similar agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by Parent and otherwise reasonably facilitating the pledging of collateral; provided, however, that no perfected security interest, pledge or guarantee shall be effective until the Effective Time and (B) reasonably facilitating the taking of all corporate (or equivalent) actions by the Company and its Subsidiaries with respect to entering such definitive financing documents and necessary to permit consummation of the Debt Financing; and, (iv) at least four business days prior to the extent required under the Debt Commitment LetterAcceptance Time, providing all documentation and other information relating to about the Company or any of that is reasonably requested by the Company Subsidiaries Lenders as the Lenders reasonably determine is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, regulations including the U.S.A. Patriot Act USA PATRIOT Act, to the extent requested by Parent in writing at least nine business days prior to the Acceptance Time; provided; however, in each case that: (A) none of 2001; the Company or its Representatives shall be required to execute or enter into, perform or authorize any agreement or deliver any guaranty, mortgage, collateral filing, blocked account control agreement, certificate, document or other instrument, in each case the effectiveness of which is not contingent upon the Effective Time or that would otherwise be effective prior to the Effective Time; (iiiB) using such requested cooperation shall not unreasonably interfere with the business or the ongoing operations of the Company; (C) nothing in this Section 5.14 shall require cooperation to the extent that it could: (1) cause any Offer Condition not to be satisfied or otherwise cause any breach of this Agreement; or (2) reasonably be expected to conflict with or violate the Company’s Organizational Documents or any Legal Requirement, or result in the contravention of, or result in a violation or breach of, or default under, any Material Contract; (D) prior to the Effective Time, neither the Company nor any of its Representatives shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter, other than expenses that are advanced or reimbursed as provided in Section 5.14(c); and (E) nothing shall obligate the Company or any of its Representatives to: (1) provide, or cause to be provided, any legal opinion; provided, however, that the Company or its Representatives shall use their reasonable best efforts to assist Parent in obtaining surveysprovide, or cause to be provided, customary backup documentation for legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as that are required in connection with the Debt Financing to the extent reasonably requested by Parent in accordance with this Section 5.14(a); or Sub (2) take any action or provide any information to the extent it would result in a violation of applicable Legal Requirements. (b) The Company hereby consents to the use of its and its Subsidiaries’ logos solely for the purpose of obtaining the Debt Financing; andprovided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights. (ivc) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate Neither the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose nor its Representatives shall be required to take any action that would subject any of establishing collateral arrangements them to the extent reasonable and customary, (2) establish customary bank and bear any cost or expense or to pay any commitment or other accounts and blocked account agreements and lock box arrangements similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the foregoing Debt Financing or the performance of their respective obligations under this Section 5.14, except to the extent contingent upon the Effective Time and (3) permit representatives except in the case of costs, expenses or fees, if such amounts are advanced or reimbursed as provided in this Section 5.14(c). Parent and Acquisition Sub shall indemnify, defend and hold harmless each of the prospective lenders Company and its Representatives from and against, and shall compensate and reimburse each of them for, any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Debt Financing and the performance of their respective obligations under this Section 5.14 and any information utilized in connection therewith, except to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal the extent such liabilities or obligations resulted from: (i) information provided by or on behalf of the Owned Real PropertyCompany or any of its Representatives; or (ii) the gross negligence or bad faith of, or willful misconduct by, the Company. Parent shall, within 30 days after the delivery of a written request by the Company accompanied by supporting documentation therefor, reimburse the Company and (B) using commercially each of its Representatives for all reasonable efforts and documented out-of-pocket costs and expenses incurred by the Company or any of its Representatives in connection with any assistance or cooperation in connection with the Debt Financing provided by the Company or its Representatives pursuant to make audits and appraisals delivered for purposes of any credit facility available to Parentthis Section 5.14.

Financing Assistance. In connection with (a) From the Debt Financing, prior to date hereof until the ClosingEffective Time, the Company and its Subsidiaries shall, and shall use their reasonable best efforts to cause each of their respective officers, directors, employees and Representatives to, provide to Parent and Sub, at Parent’s sole expense, customary all cooperation reasonably requested by Parent and Sub that is necessary in connection with the arrangement and consummation of Parent's financing of the Debt FinancingMerger or other filings or financings of Parent (the "FINANCING"), including (in each caseA) causing appropriate officers and employees to be available, on a customary basis and on reasonable advance notice, to the extent reasonably requested): (i) participating meet with prospective lenders and investors in a reasonable number of meetings, drafting sessions, due diligence sessions, drafting sessions management presentations, road shows and sessions between senior management and prospective lenders; with rating agencies, (iiB) providing reasonable and customary assistance assisting with the preparation of documents customarily materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent in preparing offering memoranda, private placement memoranda, prospectuses and similar documents, (C) causing its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to prepare and use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and to provide any necessary "comfort letters" and (D) causing its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions, (E) obtaining any necessary rating agencies' confirmations or approvals for the Financing and (F) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including allowing for a certificate of the chief financial officer of the Company with respect to solvency or other matters. The Company will provide to Parent and its financing sources as promptly as practicable any audited, unaudited and pro forma and other financial information or data that are reasonably required in connection with bank debt financings andthe Financing. (b) Without limiting the foregoing, at the request of Parent, prior to the extent required under the Debt Commitment LetterEffective Time, providing all documentation and other information relating to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) using shall use its reasonable best efforts to assist cooperate with Parent and Merger Sub in obtaining surveysany consents or waivers to, legal opinions from local outside counsel and giving notices of redemption in respect of, any of its Indebtedness, provided that Company shall not be required to permit any of the foregoing to become effective prior to the Effective Time. At the request of Parent, the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to commence consent solicitations or issuer tender or exchange offers with respect to their respective Indebtedness as and at the times that Parent shall request ("CONSENT/TENDER OFFERS"), in each case with the cooperation of Parent and Merger Sub and using agents chosen by Parent. All Consent/Tender Offers shall be in accordance with applicable Laws and Regulations and shall be on the terms and conditions reasonably specified by Parent; PROVIDED, THAT all Consent/Tender Offers (and not internal counsel all obligations to make any payments to holders of all or New York any portion of any Indebtedness in connection therewith or Delaware counselto modify the terms or provisions of any Indebtedness) shall be conditioned upon the consummation of the Merger, and title insurance as reasonably requested by Parent or Sub for shall terminate immediately upon the Debt Financing; and (iv) (A) taking all actions reasonably necessary termination of this Agreement prior to (1) permit the prospective lenders involved in Effective Time. In addition, at the Debt Financing to evaluate request of Parent, the Company and shall arrange to repay any outstanding Indebtedness under its credit agreement effective at the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3) permit representatives of the prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to ParentEffective Time.

Financing Assistance. In connection with the Debt Financing, prior Subject to the Closingterms of Section 7.11 and this Section 7.12, the Company shall, and shall provide cause its Subsidiaries to, use reasonable best efforts to Parent cause its and Subtheir officers, at Parent’s sole expensedirectors, customary cooperation reasonably requested by Parent employees, accountants, consultants, legal counsel, agents and Sub that is necessary other representatives to cooperate in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter or any alternative debt financing for the transactions contemplated by this Agreement as may be reasonably requested by Parent, including (i) participation in meetings, presentations, drafting sessions, due diligence sessions and consummation sessions with prospective lenders, investors and ratings agencies in connection with any of such debt financing; (ii) furnishing Parent and its financing sources with the financial statements of the Company and its Subsidiaries identified in Section 12 of Exhibit D of the Debt Financing, including Commitment Letter (excluding any Pro Forma Financial Information) (the “Required Financial Information”) and interim financial statements for any month or quarter after the date of this Agreement; (iii) assisting Parent and Merger Sub and their financing sources in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required (A) any Debt Offering Documents and (B) materials for rating agency presentations; (iv) reasonably cooperating with the marketing efforts of Parent and Merger Sub and their financing sources for any of such debt financing, including presentations and road shows to and with, among others, prospective lenders, investors and ratings agencies; (v) reasonably facilitating the pledging of collateral, including taking all actions reasonably necessary to establish bank and other accounts in connection with bank debt financings and, 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 extent 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 Debt Commitment Letterexisting credit agreements to which the Company and its Subsidiaries are parties, providing and furnishing Parent and its lenders promptly, and in any event at least ten (10) days prior to the Closing Date, with all documentation and other information relating required by any Governmental Body with respect to the Company or any of the Company Subsidiaries reasonably required by bank regulatory authorities Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (iii) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Sub for the Debt Financingamended); and (iv) (A) taking all actions reasonably necessary to (1) permit the prospective lenders involved in the Debt Financing to evaluate the Company and the Company Subsidiaries’ current assets, and cash management and accounting systems, policies and procedures relating thereto, for the purpose of establishing collateral arrangements to the extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (3ix) permit representatives of the prospective lenders to conduct customary commercial field examinationsat Parent’s request and direction, customary inventory appraisals and a customary appraisal of the Owned Real Property, and (B) using commercially reasonable efforts to make audits ensure that any efforts to syndicate the Debt Financing benefit from the Company’s existing lending and appraisals delivered investment banking relationships. Parent and Merger Sub acknowledge and agree that they are responsible for purposes the preparation and content of Debt Offering Documents and the Pro Forma Financial Information and the Company and its Subsidiaries will not have any credit facility available Liability in respect thereof. Notwithstanding the foregoing, (x) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries and (y) neither the Company nor any of its Subsidiaries shall be required to Parentpay any commitment or other similar fee or incur any other liability or obligation in connection with the financings contemplated by the Debt Commitment Letter prior to the Effective Time. Parent shall, at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company and its Subsidiaries for all reasonable out of pocket costs incurred by the Company or its Subsidiaries in connection with the cooperation required by this Section 7.12, including in connection with the preparation of the Debt Offering Documents and the Pro Forma Financial Information. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the debt financing contemplated by the Debt Commitment Letter and the performance of their respective obligations under this Section 7.12 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 kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to 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 customary confidentiality undertakings with respect to such information, with the Company being a beneficiary of such confidentiality undertakings.