Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause the Company Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Purchaser in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Closing in respect of the transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiaries; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (iv) involve any binding commitment by the Company or any Company Subsidiary which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary upon the termination of this Agreement. (b) The Company shall, and shall cause the Company Subsidiaries and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (iv), as may be reasonably requested by Purchaser; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any Company Subsidiary, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (D) involve any binding commitment by the Company or any Company Subsidiary which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary upon the termination of this Agreement. (c) For each fiscal month, quarter and year ending between the date of this Agreement and the Effective Time, the Company shall deliver to Purchaser: (i) unaudited monthly consolidated financial statements for the Company within 45 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for the Company within 45 days after the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for the Company within 90 days after the end of any fiscal year; and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In connection with any offering of securities relating to the Financing, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent reasonably requested by the Company, Purchaser shall keep the Company informed in reasonable detail of the status of its efforts to implement the Financing and, to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or prior to the Closing Date without obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.03, regardless of whether Purchaser and PurchaserSub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.05).

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause the Company its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Purchaser Parent and Merger Sub in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Closing in respect of the transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiaries; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any Company Subsidiaryof its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article 7 VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or (iv) involve any binding commitment by or cost to the Company or any Company Subsidiary of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (b) The Company shall, and shall cause the Company its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (iv), as may be reasonably requested by PurchaserParent; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any Company Subsidiaryof its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 VI to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or of (D) involve any binding commitment by or cost to the Company or any Company Subsidiary of its Subsidiaries which commitment or cost is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (c) For each fiscal month, quarter and year ending between the date of this Agreement and the Effective Time, the Company shall deliver to Purchaser: (i) unaudited monthly consolidated financial statements for the Company within 45 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for the Company within 45 days after the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for the Company within 90 days after the end of any fiscal year; and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In connection with any offering of securities relating to the Financing, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent reasonably requested by the Company, Purchaser shall keep the Company informed in reasonable detail of the status of its efforts to implement the Financing and, to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or prior to the Closing Date without obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on are not subject to a financing contingency. The Company shall act in good faith in using commercially reasonable efforts to assist Parent and Merger Sub in connection with the terms contemplated by this Agreement and subject only arrangement of any financing as described above, but Parent as Merger Sub shall not assert that any failure to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.03, regardless of whether Purchaser and PurchaserSub have complied comply with all of their other obligations under this Agreement (including their obligations under this Section 4.05)5.11 as a reason not to consummate the transactions contemplated hereby or to terminate this Agreement.

Financing Assistance. (a1) Prior to the Closing, the The Company shall use its commercially reasonable efforts toefforts, and shall cause the Company its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts, and shall use its commercially reasonable efforts toto cause the Non-Controlled Entities to use their commercially reasonable efforts, assist Purchaser provide and to cause their respective affiliates and Representatives to provide such customary cooperation (including with respect to timeliness) to the Purchasers as the Purchasers may reasonably request in connection with the arrangement of arrangements by the Purchasers to obtain new or amend any existing credit facilities or arrange for any alternative financing to be consummated prior to or contemporaneously in connection with the Closing in respect of Arrangement (the transactions contemplated by this Agreement“Debt Financing”), including any refinancing or replacement of any existing, or subject to the arrangement of any new, facility for indebtedness of the Company and its Subsidiaries; terms hereof (provided that such assistance does not that: (i) such request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the ongoing operations of the Company Company, its Subsidiaries or any Company Subsidiary, (ii) cause any representation or warranty in this Agreement to be breached, the Non-Controlled Entities; (iii) the Company shall not be required to provide, or cause any condition of its Subsidiaries to Closing set forth in Article 7 provide, or to fail use commercially reasonable efforts to be satisfied or otherwise cause any breach of this Agreement or any material agreement the Non-Controlled Entities to which the Company or any Company Subsidiary is a party or (iv) involve provide, cooperation that involves any binding commitment or agreement (including entry into any agreement or the execution of any certificate) by the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities (or commitment or agreement which commitment becomes effective prior to the Effective Time) which is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities upon the termination of this Agreement. (b) The Company shall, and shall cause the Company Subsidiaries and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, ; (iv) use commercially reasonable efforts none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be required to obtain comfort letters take any action pursuant to any Contract, certificate or instrument that is not contingent upon the occurrence of accountants and legal opinions, and the Effective Time or that would be effective prior to the Effective Time; (v) otherwise make available documents and information relating none of the Board or any of the Company’s Subsidiaries’ or the Non-Controlled Entities’ respective boards of directors (or equivalent bodies) shall be required to adopt any Debt Financing or Contracts related thereto (or any alternative financing) prior to the Company Effective Time (and its Subsidiaries, in no such directors that shall not be continuing directors shall be required to take such action) which is not conditional on the case of each of (i) through (iv), as may be reasonably requested by Purchaser; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations completion of the Company or any Company Subsidiary, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (D) involve any binding commitment by the Company or any Company Subsidiary which commitment is not conditioned on the Closing Arrangement and does not terminate without liability to the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities upon the termination of this Agreement.; (vi) no employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities, as applicable) with respect to any matters related to the Debt Financing; (vii) none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be liable for any adjustments to any pro forma financial information provided pursuant to the Debt Financing; and (vii) any actions taken hereunder shall be, and shall be deemed to be, in compliance with Section 4.1), including, but not limited to: (a) participating in a reasonable number of presentations, drafting sessions, due diligence sessions (including accounting due diligence sessions), and sessions with prospective lenders, arrangers, agents and underwriters, in each case at reasonable times and locations mutually agreed; (b) furnishing the Purchasers and their proposed lenders, arrangers, agents and underwriters with such business, financial statements, pro forma financials, projections, management discussions and analysis and other customary financial data and information reasonably required in connection with any Debt Financing; (c) For cooperating with the proposed lenders’, arrangers’, agents’ and underwriters’ due diligence, to the extent customary and commercially reasonable; (d) obtaining customary accountants’ comfort letters, legal opinions, appraisals, surveys and other documentation and items relating to such Debt Financing as reasonably requested by the Purchasers and, if requested by the Purchasers, to cooperate with and assist the Purchasers in obtaining such documentation and items; (e) cooperating with the Purchasers’ legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with any Debt Financing; (f) assisting in preparation of appropriate and customary materials reasonably required in connection with the Debt Financing (including without limitation offering documents such as prospectuses, offering and information memoranda and materials for lender or rating agency presentations or other similar documents) and cooperating with the marketing efforts of the Purchasers and their lenders, arrangers, agents and underwriters, if any, for any of the Debt Financing (including making its senior management available to participate in meetings of prospective lenders, in each fiscal monthcase at reasonable times and locations mutually agreed); (g) cooperating with the Purchasers in connection with applications to obtain such consents, quarter approvals, authorizations and year ending between ratings from rating agencies which may be reasonably necessary or desirable in connection with such Debt Financing, to the date extent customary and commercially reasonable; (h) assisting in the preparation of this Agreement definitive financing documents, instruments and certificates as may be reasonably requested by the Effective TimePurchasers, the Company shall deliver to Purchaser:including guarantees and pledge and security documents; (i) unaudited monthly consolidated financial statements for facilitating (a) the provision of guarantees, granting of Liens, pledging of collateral and establishment of blocked account agreements in respect of the deposit accounts of the Company within 45 days after and its Subsidiaries and (b) the end removal of Liens by arranging for customary payoff letters, Lien terminations and releases and acknowledgements of discharge (other than Liens on the property or assets of the Non-Controlled Entities) (including in connection with (A) the redemption of the APLP MTNs and the release of related Liens and (B) repayment of the obligations under the Term Loan B and the release of the related Liens), in each fiscal monthcase provided that no obligation of the Company, its Subsidiaries or the Non-Controlled Entities under any agreement, document or pledge shall be required to be operative until the Effective Date; (iij) unaudited providing information consistent with the information provided in the presentation materials for the Company’s quarterly consolidated financial statementsearnings results conference calls for the fiscal quarters ended during the period from December 31, 2018 through and including December 31, 2020 and any fiscal quarter ended at least forty-five (45) days prior to the Effective Date; (k) coordinating with beneficiaries of letters of credit outstanding under the Term Loan B to facilitate the exchange of such letters of credit for alternative credit support, including notesletters of credit provided under the Debt Financing on the Effective Date; (l) making available, for on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information relating to the Company, its Subsidiaries and the Non-Controlled Entities, in each case, as may be reasonably requested by the Purchasers or their lenders, arrangers, agents and underwriters; (m) taking all corporate action necessary to permit the consummation of the Debt Financing, including entering into one or more credit agreements or other instruments or agreements on terms reasonably satisfactory to the Purchasers in connection with the Debt Financing, to be effective no earlier than the Effective Date, to the extent direct borrowings or debt incurrence by the Company within 45 days after or its Subsidiaries is contemplated for such Debt Financing, and reasonably assisting in the end negotiation thereof; (n) if requested by the Purchasers, furnishing the Purchasers and their proposed lenders, arrangers, agents and underwriters at least ten (10) Business Days prior to the closing of each fiscal quarterthe Arrangement with all documentation and other information reasonably requested by them related to the Company, which its Subsidiaries and the Company shall use Non-Controlled Entities as required by any Governmental Entity with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the PATRIOT Act (United States), to the extent requested at least fifteen (15) Business Days prior to the Effective Date; and (o) otherwise using commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for assist the Company within 90 days after the end of any fiscal year; and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In Purchasers in connection with any offering of securities relating the arrangements by the Purchasers to obtain the Debt Financing, including as may be required in satisfying the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments precedent set forth in the Commitment Letters. To definitive agreements entered into in connection with the extent reasonably requested by Debt Financing. (2) Notwithstanding Section 4.7(1), none of the Company, Purchaser any of Company’s Subsidiaries or any of the Non-Controlled Entities shall keep be required to: (i) pay any commitment, consent or other similar fee, incur any liability or provide or agree to provide any indemnity in connection with any such financing prior to the Effective Time; (ii) take any action or do anything that would: (A) contravene any applicable Law or its organization or constating documents; (B) contravene any of the Company’s, any of its Subsidiaries’ or the Non-Controlled Entities’ agreements that relate to borrowed money or any Contract; (C) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; or (D) cause any breach of this Agreement that would provide the Purchasers with the right to terminate this Agreement or seek indemnity, reimbursement of expenses or the payment of the Termination Fee under the terms hereof; (iii) disclose any information that in the reasonable judgment of the Company informed would result in reasonable detail the disclosure of any trade secrets or similar information or violate any obligations of the status Company or any other Person with respect to confidentiality, (v) waive or amend any terms of this Agreement or (vi) enter into any binding commitment that is not contingent on the consummation of the transactions contemplated herein at the Effective Time. Nothing in this Agreement will require any Representative of the Company, any of its efforts Subsidiaries or the Non-Controlled Entities’ to implement the Financing and, deliver any certificate or opinion or take any action pursuant to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver this Section 4.7 that would reasonably be expected to impair result in personal liability to such Representative. (3) The Purchasers shall, promptly upon request by the Purchaser’s ability Company and from time to receive time (and in any event following termination of this Agreement), reimburse the Financing on Company, its Subsidiaries and the Non-Controlled Entities for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal fees) incurred by the Company, its Subsidiaries or prior the Non-Controlled Entities in connection with any of the actions contemplated by this Section 4.7, and shall indemnify and hold harmless the Company, its Subsidiaries, the Non-Controlled Entities and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 4.7 or in connection with the Debt Financing, except to the Closing Date without obtaining extent resulting from the willful misconduct or gross negligence of any such Person (as determined by a final and non-appealable judgement by a court of competent jurisdiction). (4) The Company hereby consents to the customary and reasonable use of its and its Subsidiaries’ logos solely in connection with (i) the Debt Financing; provided that such logos are used in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (ii) a description of the Company’s prior written consent (not to be unreasonably withheld , its business or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.03, regardless of whether Purchaser and PurchaserSub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.05the Debt Financing).

Financing Assistance. (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to, and shall cause the Company its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Purchaser Parent in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Closing in respect of the transactions contemplated by this Agreement, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and its Subsidiaries; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries or give rise to costs or expenses of the Company Subsidiaryor any of its Subsidiaries that are not advanced or promptly reimbursed by Parent, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article 7 8 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or (iv) involve any binding commitment by the Company or any Company Subsidiary of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (b) The Company shall, and shall cause the Company its Subsidiaries and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iv) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (v) otherwise make available documents and information relating to the Company and its Subsidiaries, in the case of each of (i) through (ivv), as may be reasonably requested by PurchaserParent; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries or give rise to costs or expenses of the Company Subsidiaryor any of its Subsidiaries that are not advanced or promptly reimbursed by Parent, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 8 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or of (D) involve any binding commitment by the Company or any Company Subsidiary of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (c) For each fiscal month, quarter and year ending between the date of this Agreement and the Effective Time, the Company shall deliver to Purchaser: (i) unaudited monthly consolidated financial statements for the Company within 45 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for the Company within 45 days after the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for the Company within 90 days after the end of any fiscal year; and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In connection with any offering of securities relating to the Financing, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent reasonably requested by the Company, Purchaser shall keep the Company informed in reasonable detail of the status of its efforts to implement the Financing and, to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or prior to the Closing Date without obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.03, regardless of whether Purchaser and PurchaserSub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.05).

Financing Assistance. (a1) Prior to the Closing, the The Company shall use its commercially reasonable efforts toefforts, and shall cause the Company its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts, and shall use its commercially reasonable efforts toto cause the Non-Controlled Entities to use their commercially reasonable efforts, assist Purchaser provide and to cause their respective affiliates and Representatives to provide such customary cooperation (including with respect to timeliness) to the Purchasers as the Purchasers may reasonably request in connection with the arrangement of arrangements by the Purchasers to obtain new or amend any existing credit facilities or arrange for any alternative financing to be consummated prior to or contemporaneously in connection with the Closing in respect of Arrangement (the transactions contemplated by this Agreement“Debt Financing”), including any refinancing or replacement of any existing, or subject to the arrangement of any new, facility for indebtedness of the Company and its Subsidiaries; terms hereof (provided that such assistance does not that: (i) such request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the ongoing operations of the Company Company, its Subsidiaries or any Company Subsidiary, (ii) cause any representation or warranty in this Agreement to be breached, the Non-Controlled Entities; (iii) the Company shall not be required to provide, or cause any condition of its Subsidiaries to Closing set forth in Article 7 provide, or to fail use commercially reasonable efforts to be satisfied or otherwise cause any breach of this Agreement or any material agreement the Non-Controlled Entities to which the Company or any Company Subsidiary is a party or (iv) involve provide, cooperation that involves any binding commitment or agreement (including entry into any agreement or the execution of any certificate) by the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities (or commitment or agreement which commitment becomes effective prior to the Effective Time) which is not conditioned conditional on the Closing completion of the Arrangement and does not terminate without liability to the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities upon the termination of this Agreement. (b) The Company shall, and shall cause the Company Subsidiaries and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, ; (iv) use commercially reasonable efforts none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be required to obtain comfort letters take any action pursuant to any Contract, certificate or instrument that is not contingent upon the occurrence of accountants and legal opinions, and the Effective Time or that would be effective prior to the Effective Time; (v) otherwise make available documents and information relating none of the Board or any of the Company’s Subsidiaries’ or the Non-Controlled Entities’ respective boards of directors (or equivalent bodies) shall be required to adopt any Debt Financing or Contracts related thereto (or any alternative financing) prior to the Company Effective Time (and its Subsidiaries, in no such directors that shall not be continuing directors shall be required to take such action) which is not conditional on the case of each of (i) through (iv), as may be reasonably requested by Purchaser; provided that the foregoing clauses (i) through (v) do not (A) unreasonably interfere with the ongoing operations completion of the Company or any Company Subsidiary, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (D) involve any binding commitment by the Company or any Company Subsidiary which commitment is not conditioned on the Closing Arrangement and does not terminate without liability to the Company Company, its Subsidiaries or any Company Subsidiary the Non-Controlled Entities upon the termination of this Agreement.; (vi) no employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an employee, officer or director of the Company, its Subsidiaries or the Non-Controlled Entities, as applicable) with respect to any matters related to the Debt Financing; (vii) none of the Company, any of Company’s Subsidiaries or any of the Non-Controlled Entities shall be liable for any adjustments to any pro forma financial information provided pursuant to the Debt Financing; and (vii) any actions taken hereunder shall be, and shall be deemed to be, in compliance with Section 4.1), including, but not limited to: (a) participating in a reasonable number of presentations, drafting sessions, due diligence sessions (including accounting due diligence sessions), and sessions with prospective lenders, arrangers, agents and underwriters, in each case at reasonable times and locations mutually agreed; (b) furnishing the Purchasers and their proposed lenders, arrangers, agents and underwriters with such business, financial statements, pro forma financials, projections, management discussions and analysis and other customary financial data and information reasonably required in connection with any Debt Financing; (c) For cooperating with the proposed lenders’, arrangers’, agents’ and underwriters’ due diligence, to the extent customary and commercially reasonable; (d) obtaining customary accountants’ comfort letters, legal opinions, appraisals, surveys and other documentation and items relating to such Debt Financing as reasonably requested by the Purchasers and, if requested by the Purchasers, to cooperate with and assist the Purchasers in obtaining such documentation and items; (e) cooperating with the Purchasers’ legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with any Debt Financing; (f) assisting in preparation of appropriate and customary materials reasonably required in connection with the Debt Financing (including without limitation offering documents such as prospectuses, offering and information memoranda and materials for lender or rating agency presentations or other similar documents) and cooperating with the marketing efforts of the Purchasers and their lenders, arrangers, agents and underwriters, if any, for any of the Debt Financing (including making its senior management available to participate in meetings of prospective lenders, in each fiscal monthcase at reasonable times and locations mutually agreed); (g) cooperating with the Purchasers in connection with applications to obtain such consents, quarter approvals, authorizations and year ending between ratings from rating agencies which may be reasonably necessary or desirable in connection with such Debt Financing, to the date extent customary and commercially reasonable; (h) assisting in the preparation of this Agreement definitive financing documents, instruments and certificates as may be reasonably requested by the Effective TimePurchasers, the Company shall deliver to Purchaser:including guarantees and pledge and security documents; (i) unaudited monthly consolidated financial statements for facilitating (a) the provision of guarantees, granting of Liens, pledging of collateral and establishment of blocked account agreements in respect of the deposit accounts of the Company within 45 days after and its Subsidiaries and (b) the end removal of Liens by arranging for customary payoff letters, Lien terminations and releases and acknowledgements of discharge (other than Liens on the property or assets of the Non-Controlled Entities) (including in connection with (A) the redemption of the APLP MTNs and the release of related Liens and (B) repayment of the obligations under the Term Loan B and the release of the related Liens), in each fiscal monthcase provided that no obligation of the Company, its Subsidiaries or the Non-Controlled Entities under any agreement, document or pledge shall be required to be operative until the Effective Date; (iij) unaudited quarterly consolidated financial statements, including notes, providing information consistent with the information provided in the presentation materials for the Company within 45 Company’s quarterly earnings results conference calls for the fiscal quarters ended during the period from December 31, 2018 through and including December 31, 2020 and any fiscal quarter ended at least forty-five (45) days after prior to the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100Effective Date; (iiik) audited annual consolidated financial statements coordinating with beneficiaries of letters of credit outstanding under the Term Loan B to facilitate the exchange of such letters of credit for alternative credit support, including letters of credit provided under the Company within 90 days after Debt Financing on the end of any fiscal year; andEffective Date; (ivl) any other similar regularly prepared financial statements or financial making available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, documents and information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In connection with any offering of securities relating to the FinancingCompany, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act Subsidiaries and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described Non-Controlled Entities, in the Debt Commitment Letterseach case, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent may be reasonably requested by the CompanyPurchasers or their lenders, Purchaser shall keep arrangers, agents and underwriters; (m) taking all corporate action necessary to permit the Company informed in reasonable detail consummation of the status of its efforts Debt Financing, including entering into one or more credit agreements or other instruments or agreements on terms reasonably satisfactory to implement the Financing andPurchasers in connection with the Debt Financing, to be effective no earlier than the Effective Date, to the extent Purchaser’s consent direct borrowings or debt incurrence by the Company or its Subsidiaries is requiredcontemplated for such Debt Financing, shall not permit any amendment or modification to be made toand reasonably assisting in the negotiation thereof; (n) if requested by the Purchasers, or any waiver of any provision or remedy underfurnishing the Purchasers and their proposed lenders, the Commitment Letters in each such case if such amendmentarrangers, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or agents and underwriters at least ten (10) Business Days prior to the Closing Date without obtaining closing of the Arrangement with all documentation and other information reasonably requested by them related to the Company’s prior written consent (not to be unreasonably withheld or delayed). For , its Subsidiaries and the avoidance of doubt, if Non-Controlled Entities as required by any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and subject only Governmental Entity with respect to the satisfaction or waiver Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the conditions set forth in Sections 7.01 and 7.03PATRIOT Act (United States), regardless of whether Purchaser and PurchaserSub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.05).to the extent requested at least fifteen

Financing Assistance. (a) Prior to the Closing, the Company Seller shall use its commercially reasonable efforts to, and shall cause the Company its Subsidiaries and its and their respective officers, employees and representatives to use their commercially reasonable efforts to, assist Purchaser Buyer in connection with the arrangement of any financing to be consummated prior to or contemporaneously with the Call Closing in respect of the transactions contemplated by this AgreementAgreement or development of the Master Plan, including any refinancing or replacement of any existing, or the arrangement of any new, facility for indebtedness of the Company and Buyer or its Subsidiaries; provided that such assistance does not (i) unreasonably interfere with the ongoing operations of the Company Seller or any Company Subsidiary, the EPE Entities or (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (iv) involve any binding commitment by the Company or cost to Seller or any Company Subsidiary of its Subsidiaries which commitment or cost is not conditioned on the Call Closing and does not terminate without liability to the Company Seller or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (b) The Company Further to the foregoing, prior to the Closing and at Buyer’s cost and expense, Seller shall, and shall cause the Company its Subsidiaries to and shall use commercially reasonable efforts to cause its and their respective officers, employees and representatives to, to the extent applicable, (i) enter into customary agreements, including underwriting and purchase agreements, in connection with the subordinated debt financing, (ii) participate in meetings, due diligence sessions and road shows, (iiiii) assist in preparing offering memoranda, rating agency presentations, private placement memoranda, prospectuses and similar documents, (iviii) use commercially reasonable efforts to obtain comfort letters of accountants and legal opinions, and (viv) otherwise make available documents and information relating to the Company Seller and its Subsidiaries, in the case of each of (i) through (iviii), as may be reasonably requested by PurchaserBuyer; provided that the foregoing clauses (i) through (viv) do not (A) unreasonably interfere with the ongoing operations of the Company Seller or any Company Subsidiary, of its Subsidiaries or (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement or any material agreement to which the Company or any Company Subsidiary is a party or (D) involve any binding commitment by the Company or cost to Seller or any Company Subsidiary of its Subsidiaries which commitment or cost is not conditioned on the Call Closing and does not terminate without liability to the Company Seller or any Company Subsidiary of its Subsidiaries upon the termination of this Agreement. (c) For each fiscal month, quarter and year ending between the date of this Agreement and the Effective Time, the Company shall deliver to Purchaser: (i) unaudited monthly consolidated financial statements for the Company within 45 days after the end of each fiscal month; (ii) unaudited quarterly consolidated financial statements, including notes, for the Company within 45 days after the end of each fiscal quarter, which the Company shall use commercially reasonable efforts to have reviewed by Ernst & Young LLP pursuant to SAS 100; (iii) audited annual consolidated financial statements for the Company within 90 days after the end of any fiscal year; and (iv) any other similar regularly prepared financial statements or financial information regarding the Company and/or the Company Subsidiaries that Purchaser may reasonably request. In connection with any offering of securities relating to the Financing, the Company shall use its commercially reasonable efforts to have Ernst & Young LLP issue a comfort letter pursuant to SAS 72, which includes statements to the effect that they have performed a review of the Company’s financial statements, including the interim financial statements described in the foregoing clause (ii), and nothing has come to their attention that caused them to believe that (A) any material modifications should be made to such financial statements for them to be in conformity with GAAP or (B) such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations. (d) Purchaser shall use its commercially reasonable efforts to arrange the Debt Commitments on the terms and conditions described in the Debt Commitment Letters, including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy on a timely basis all conditions applicable to Purchaser or PurchaserSub in such Debt Commitment Letters and such definitive agreements that are within its control and (iii) consummate the transactions contemplated by the Debt Commitments at the Closing. In the event any portion of the financing contemplated by the Commitment Letters (the “Financing”) becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms that are not materially less beneficial to the Purchaser, the Company and the Company Subsidiaries as promptly as practicable following the occurrence of such event. Purchaser shall give the Company prompt notice of any material breach by any party to the Commitment Letters or any termination of the commitments set forth in the Commitment Letters. To the extent reasonably requested by the Company, Purchaser shall keep the Company informed in reasonable detail of the status of its efforts to implement the Financing and, to the extent Purchaser’s consent is required, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters in each such case if such amendment, modification or waiver would reasonably be expected to impair the Purchaser’s ability to receive the Financing on or prior to the Closing Date without obtaining the Company’s prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, if any portion of the Financing (or any alternative financing) has not been obtained, Purchaser and PurchaserSub shall continue to be obligated to consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.03, regardless of whether Purchaser and PurchaserSub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.05).