Common use of Financing Assistance Clause in Contracts

Financing Assistance. At and prior to the Closing, Seller and the Company shall provide all cooperation as may be reasonably requested by Buyer in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, the Company or any of their Subsidiaries), including, without limitation, (a) furnishing to Buyer and the Financing Sources, as promptly as practicable, all Required Information; (b) participating, at reasonable times, in a reasonable number of meetings and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably with the Financing Sources’ due diligence; (c) causing the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor with respect to any Debt Financing prior to the Closing Date. Buyer shall, promptly upon Seller’s request, reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred by Seller or the Company in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith except to the extent arising out of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereof.

Financing Assistance. At Each Seller agrees to provide, and prior each Seller shall cause each Company and Subsidiary thereof and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives to the Closingprovide, Seller all reasonable cooperation and the Company shall provide all cooperation as may be reasonably requested by Buyer assistance (including with respect to timeliness) in connection with the Debt Financing (provided that such requested cooperation or assistance does not unreasonably interfere with the ongoing operations of any Seller, the Company Companies or any of their Subsidiariesrespective Subsidiaries or Joint Ventures), including, without limitation, : (a) furnishing to Buyer and the Financing Sources, as promptly as practicable, all Required Information; (b) participating, at reasonable times, participation in a reasonable number of meetings meetings, drafting sessions and due diligence sessions with Buyer’s sessions, (b) promptly furnishing Buyer and its Financing Sources with financial and cooperating reasonably with other pertinent information regarding the Financing Sources’ due diligence; (c) causing the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation business of the Debt Financing Companies and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing their Subsidiaries as may be reasonably requested by Buyer, including any financial estimates, projections, forecasts or other forward looking information; (c) assisting Buyer and its Financing Sources in the preparation of (i) offering documents (including offering memorandums or prospectuses) and marketing materials for any of such financing, (ii) materials for rating agency presentations and (iii) pro forma financial statements; (d) facilitating the procurement of ratings for such financings from ratings agencies, (e) reasonably cooperating with the marketing efforts of Buyer and its financing sources for any of such Financing; (f) reasonably facilitating the pledging of collateral and reasonably cooperating with field examinations of collateral by Buyer and its financing sources; (g) facilitating the execution and delivery prior to and at Closing of customary definitive documents relating to such financing (including, but not limited to, certificates of the chief financial officer and other officers of the Company Business with respect to financing matters and the definitive financing documents); provided, however, that no such definitive guarantee or collateral documents referred to in this clause (d) none of the Seller’s Group shall be effective until required to incur any liability or obligation thereunder or pursuant thereto prior to the Closing Date; (eh) arranging for customary payoff using reasonable commercial efforts to obtain accountants’ consents, accountants’ comfort letters, Lien terminations legal opinions, surveys and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required title insurance as reasonably requested by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing to the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their SubsidiariesBuyer; and (i) taking such other actions as may be making introductions and assisting in discussions with contacts from the existing lending and investment banking relationships of the Companies and their Subsidiaries, and hosting meetings with prospective lenders in connection with the debt financing at the times and locations reasonably requested by Buyer in order to consummate and the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor with respect to any Debt Financing prior to the Closing DateSources. Buyer shallshall pay, or promptly upon Seller’s requestreimburse Sellers, reimburse Seller and the Company for all reasonable and documented out-of-pocket expenses and costs of third parties incurred by Seller in connection with each Seller’s obligations under this Section 6.15, including reasonable out-of-pocket expenses and costs of third parties incurred in connection with furnishing any information set forth above that is not currently in the Sellers’ possession (including any special audit reports or similar information). Notwithstanding anything in this Agreement to the Company contrary, none of the Seller’s Group shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation, to the extent that such liability or obligation in connection with any cooperation Financing would become effective prior to the Closing Date. None of the Seller’s Group shall assume any liability or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless responsibility for the pre-Closing directors and officers use of Seller, any of the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them foregoing information in connection with the Debt Financing and shall not be required to express any information utilized in connection therewith except view as to the extent arising out reasonableness of any assumptions made by the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries Buyer or any of its Affiliates. All such information shall be made available only pursuant to confidentiality agreements or arrangements that are customary in the context of the Financing. The Sellers hereby authorize the use of the corporate trademarks or trade names of the Companies or their Representatives. If Seller or Subsidiaries in connection with any dissemination by the Company become aware Financing Sources of any information that would cause any statements provided by or on behalf and marketing materials in connection with the syndication and arranging of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereofdebt financing.

Financing Assistance. At and prior Prior to the Closing, Seller and the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries to, provide all such cooperation as may be reasonably requested by Buyer Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, the Company or any of their and its Subsidiaries), including, without limitation, including using reasonable efforts to (ai) furnishing as promptly as reasonably practicable furnish to Buyer Parent and Merger Sub and the Financing Sources, as promptly as practicable, Sources all Required Information; , (bii) participating, at reasonable times, participate in a reasonable number of meetings meetings, presentations and due diligence sessions with Buyer’s the Financing Sources and cooperating any prospective lenders in the Debt Financing (including direct contact with senior management and Representatives (including accounting) of the Company) and cooperate reasonably with the Financing Sources’ due diligence; , to the extent customary and reasonable for the Debt Financing, (ciii) causing cause the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; , provided that no such action shall be effective prior to the Effective Time, (div) facilitating facilitate the providing of guarantees and granting of a security interests interest (and perfection thereof) in and pledges pledge of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting assist in the preparationpreparation of, and execution executing and delivery at the Closing, of any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the financingFinancing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing Financing, if applicable and as may be reasonably requested by Buyer; providedParent, provided that no such definitive guarantee or collateral documents referred to in this clause (div) shall be effective until the Closing Date; Effective Time, (ev) using commercially reasonable efforts to obtain 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, (vi) arranging for customary payoff letters, Lien lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; , (fvii) solely related to Seller, the Company and their Subsidiaries, furnishing furnish all documentation and other information required by Governmental Bodies Authorities under applicable “know your customer”, anti-money laundering, anti-terrorism, foreign corrupt practices and similar Lawslaws, rules and regulations of all applicable jurisdictions related to the financing; Debt Financing, including the United States, Cayman Islands and PRC and (gviii) using its commercially reasonable efforts to cause Seller’s and/or obtain legal opinions, surveys and title insurance, property and liability insurance certificates and endorsements at the Company’s and/or its Subsidiaries independent auditors to deliver consents for use expense of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to as reasonably requested by Parent on behalf of the Financing Sources, which provided that, the information provided hereunder shall be subject to the terms of the Confidentiality Agreements; provided, further, that the parties hereto acknowledge and agree that Parent and Merger Sub are permitted to disclose and share any information provided hereunder with the Financing Sources pursuant to, and subject to the requirements of, the Confidentiality Agreement. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.15 or otherwise in connection with the Debt Financing, (x) to pay any commitment or other similar fee prior to the Effective Time, (y) to incur any expense unless such accountants are prepared expense is reimbursed by Parent promptly after incurrence thereof, or (z) to issue upon completion of customary procedures; (h) reasonably cooperating take, or commit to taking, any action in satisfying the conditions precedent set forth in any definitive document relating to connection with the Debt Financing that is not contingent upon the Closing or that would subject it to actual or potential liability prior to the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt FinancingEffective Time. Nothing contained in this Section 6.07 7.15 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor with respect to any the Debt Financing prior to the Closing DateEffective Time. Buyer shallParent shall promptly, promptly upon Seller’s request, reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred by Seller or the Company in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith except to the extent arising out of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereof.the

Financing Assistance. At From the date of this Agreement until the Effective Time, MUSA and prior its subsidiaries shall, and shall use their reasonable best efforts to the Closingcause each of their respective officers, Seller directors, employees, advisors, attorneys, accountants and the Company shall representatives to, provide all cooperation as may be reasonably requested by Buyer Parent in connection with the Debt arrangement of the Financing (provided that such requested cooperation does not unreasonably interfere with or the ongoing operations arrangement of Sellerthe alternative financing, the Company or any of their Subsidiariesif any, contemplated by Section 5.2(b)), includingincluding (i) using reasonable best efforts to (A) cause appropriate officers and employees to be available, without limitationon a customary basis and on reasonable advance notice, (a) furnishing to Buyer meet with prospective lenders and the Financing Sourcesinvestors in meetings, as promptly as practicablepresentations, all Required Information; (b) participating, at reasonable times, in a reasonable number of meetings road shows and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably sessions, (B) assist with the Financing Sources’ due diligence; preparation of disclosure documents in connection therewith, (cC) causing the taking of corporate actions by the Company and cause its Subsidiaries (subject independent accountants to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information provide reasonable assistance to be included in any schedules thereto or in any perfection certificates) for the financingParent, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, providing consent to Parent to prepare and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document SAS 100 reviews relating to the Debt Financing MUSA and its subsidiaries and to the extent the satisfaction of such condition requires the cooperation ofprovide any necessary "comfort letters" and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or is within other requested certificates or documents, including allowing for a certificate of the control chief financial officer of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor MUSA with respect to any Debt Financing prior to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and certificates referenced in clause (ii) above shall be executed and delivered except in connection with the Closing Date(and the effectiveness thereof shall be conditioned upon the occurrence of the Closing); and provided, further, that MUSA shall not be required to provide any such assistance which would interfere unreasonably and materially with the business or operations of MUSA and its subsidiaries. Buyer shallParent shall promptly, promptly upon Seller’s requestrequest by MUSA, reimburse Seller and the Company MUSA for all reasonable and documented out-of-pocket third party costs incurred by Seller MUSA or the Company any of its subsidiaries in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith except to the extent arising out of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereofcooperation.

Financing Assistance. At and prior Prior to the Closing, Seller and the Company shall provide to Parent and Merger Sub, and shall cause the Company Subsidiaries to, 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 that is reasonably necessary, proper or advisable in connection with any debt financing proposed to be consummated in connection with the transactions contemplated by this Agreement (“Debt Financing”), including: (a) participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (b) assisting with the preparation of materials for rating agency presentations, bank information memoranda, business projections and similar documents 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 any Debt Financing (all such information in this clause (c), the “Required Information”); (d) taking all actions reasonably necessary to permit the lenders involved in any Debt Financing to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral 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 Buyer in connection with Parent (including a certificate of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations chief financial officer of Seller, the Company or any borrowing Company Subsidiary with respect to solvency matters and consents of their Subsidiaries), including, without limitation, (a) furnishing to Buyer and the Financing Sources, as promptly as practicable, all Required Information; (b) participating, at reasonable times, in a reasonable number of meetings and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably with the Financing Sources’ due diligence; (c) causing the taking of corporate actions by the Company and its Subsidiaries (subject to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents accountants for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document materials relating to any Debt Financing) or otherwise reasonably facilitating the Debt Financing to pledging of collateral, provided that such documents will not take effect until the extent the satisfaction of such condition requires the cooperation of, or is within the control of Seller, the Company or any of their SubsidiariesEffective Time; and (if) taking such other all corporate actions as may 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 reasonably requested by Buyer in order made available to the Company on the Closing Date to consummate the Debt FinancingMerger. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor with respect to any Debt Financing prior to the Closing Date. Buyer Parent shall, promptly upon Seller’s requestrequest by the Company, reimburse Seller and the Company for all reasonable and documented out-of-pocket costs incurred by Seller the Company or the Company in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith except to the extent arising out performance of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any provisions of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereofthis Section 5.11.

Financing Assistance. At and prior Prior to the Closing, Seller Company shall, and shall cause the Company Subsidiaries and its Representatives, including, in each case, legal, tax, regulatory and accounting, to, cooperate as reasonably requested by Parent in connection with the satisfaction of the conditions set forth in the Debt Commitment Letter, the arrangement and syndication of the Debt Financing and the Debt Payoff, including: (i) assisting with the preparation of materials, and confirmation of the information provided therein, for rating agency presentations, bank information memoranda, bank syndication materials and similar documents required in connection with the preceding; (ii) causing Company and the Company shall provide all cooperation Subsidiaries to execute and deliver customary guarantee, pledge and security documents and related solvency and officer certificates or other documents as may be reasonably requested by Buyer Parent (including certificates of the chief financial officer of Company and each Company Subsidiary with respect to customary matters for use in their reports in any materials relating to the preceding) and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral (provided that no obligations of Company or the Company Subsidiaries or its Representatives under any such agreement, certificate, document or instrument shall be effective unless and until the Closing occurs); (iii) furnishing Parent and its financing sources with financial and other pertinent information regarding Company and the Company Subsidiaries (including historical and pro forma financial statements and information, financial projections and prospects), including information required by regulatory authorities including under applicable “know your customer” and anti-money-laundering rules and regulations; (iv) permitting the prospective lenders involved in the financing activities to evaluate and appraise Company’s and the Company Subsidiaries’ current assets and liabilities, cash management and accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; (v) participating in meetings, drafting sessions, presentations, due diligence sessions and similar sessions, including with rating agencies and potential lenders as reasonably requested by Parent; (vi) establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing that are effective after the Effective Time; (vii) 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 Company or any Company Subsidiary are contemplated by the Debt Commitment Letters (provided that such requested cooperation does not unreasonably interfere with the ongoing operations no obligations of Seller, Company or the Company Subsidiaries or its Representatives under any of their Subsidiariessuch agreement, certificate, document or instrument shall be effective unless and until the Closing occurs); (viii) taking, including, without limitation, (a) furnishing or appointing a Parent’s Representative to Buyer and the Financing Sources, as promptly as practicabletake, all Required Information; (b) participatingcorporate actions, at reasonable times, in a reasonable number of meetings and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably with the Financing Sources’ due diligence; (c) causing the taking of corporate actions by the Company and its Subsidiaries (subject to the occurrence of the Closing) reasonably , necessary for to permit the consummation of the Debt Financing (including the syndication thereof) and to permit the Closingproceeds thereof to be made available to Parent; (dix) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information to be included in any schedules thereto or in any perfection certificates) for the financing, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for requesting customary payoff letters, Lien lien terminations and instruments of discharge to be delivered at or Closing to allow for the Debt Payoff; (x) assisting in obtaining public corporate credit ratings for the Debt Financing; (xi) assisting in obtaining consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance; (xii) furnishing the Debt Financing Sources promptly, and in any event at least ten (10) days prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing with all documentation and other information required by Governmental Bodies Government Authorities with respect to the Debt Financing under applicable “know your customer”, ” and anti-money laundering, anti-terrorism, foreign corrupt practices and similar Laws, laundering rules and regulations of all applicable jurisdictions related to regulations, including the financingPATRIOT Act; (gxiii) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort providing authorization letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document relating to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the extent Debt Financing Sources that the satisfaction public side versions of such condition requires documents, if any, do not include material non-public information about the Company or the Company Subsidiaries or securities; and (xiv) providing access to, and requesting the cooperation of, or is within the control trustees, agents and other relevant parties in connection with any repayment of Seller, outstanding indebtedness of the Company or any of their Subsidiaries; and (i) taking such other actions as may the Company Subsidiaries required to be reasonably requested by Buyer in order completed prior to consummate or promptly following the Debt FinancingClosing. Nothing contained in The provisions of this Section 6.07 or otherwise 5.17 shall not require the cooperation of Company or the Company Subsidiaries or its Representatives to the extent it would interfere unreasonably with the business or operations of Company or any of its Subsidiaries Company Subsidiary. Neither Company nor any Company Subsidiary shall be required to pay any commitment fee or Affiliates similar fee or to be an issuer or other obligor incur any liability with respect to any the Debt Financing contemplated by the Debt Commitment Letters prior to the Closing DateClosing. Buyer shall, promptly upon Seller’s request, reimburse Seller Company hereby consents to the use of its and the Company for all reasonable and documented out-of-pocket costs incurred by Seller or the Company in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them Subsidiaries’ logos in connection with the Debt Financing (including the arrangement and any information utilized syndication thereof), provided that such logos are used solely in connection therewith except a manner that is not intended to the extent arising out of the gross negligence nor reasonably likely to harm or willful misconduct by Seller, the Company, their Subsidiaries disparage Company or any of their Representatives. If Seller Company Subsidiary or the Company become aware reputation or goodwill of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries any Company Subsidiary. Notwithstanding the provisions of Section 5.3, Parent and Merger Sub shall be permitted to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller disclose confidential information regarding Company and the Company Subsidiaries to potential sources of capital, rating agencies, prospective lenders and investors and their respective representatives in connection with the Debt Financing so long as such Persons agree to be bound by customary confidentiality undertakings reasonably satisfactory to Company and of which Company shall promptly inform Buyer thereofbe a beneficiary.

Financing Assistance. At From the date of this Agreement until the Effective Time, MUSA and prior its subsidiaries shall, and shall use their reasonable best efforts to the Closingcause each of their respective officers, Seller directors, employees, advisors, attorneys, accountants and the Company shall representatives to, provide all cooperation as may be reasonably requested by Buyer Parent in connection with the Debt arrangement of the Financing (provided that such requested cooperation does not unreasonably interfere with or the ongoing operations arrangement of Sellerthe alternative financing, the Company or any of their Subsidiariesif any, contemplated by Section 5.2(b)), includingincluding (i) using reasonable best efforts to (A) cause appropriate officers and employees to be available, without limitationon a customary basis and on reasonable advance notice, (a) furnishing to Buyer meet with prospective lenders and the Financing Sourcesinvestors in meetings, as promptly as practicablepresentations, all Required Information; (b) participating, at reasonable times, in a reasonable number of meetings road shows and due diligence sessions with Buyer’s Financing Sources and cooperating reasonably sessions, (B) assist with the Financing Sources’ due diligence; preparation of disclosure documents in connection therewith, (cC) causing the taking of corporate actions by the Company and cause its Subsidiaries (subject independent accountants to the Closing) reasonably necessary for the consummation of the Debt Financing and the Closing; (d) facilitating the providing of guarantees and granting of security interests (and perfection thereof) in and pledges of collateral (including delivery of all stock and other equity certificates of the Company and its Subsidiaries) and assisting in the preparation, and execution and delivery at the Closing, of any definitive documents (including furnishing all information provide reasonable assistance to be included in any schedules thereto or in any perfection certificates) for the financingParent, including any credit agreements, indentures, notes, security documents, guarantees, mortgages, certificates, providing consent to Parent to prepare and other definitive agreements, documents or instruments related to the Debt Financing as may be reasonably requested by Buyer; provided, that no such definitive guarantee or collateral documents referred to in this clause (d) shall be effective until the Closing Date; (e) arranging for customary payoff letters, Lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness of the Company and its Subsidiaries to be paid off, discharged and terminated on the Closing Date; (f) solely related to Seller, the Company and their Subsidiaries, furnishing all documentation and other information required by Governmental Bodies 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 financing; (g) using its commercially reasonable efforts to cause Seller’s and/or the Company’s and/or its Subsidiaries independent auditors to deliver consents for use of their audit reports and customary comfort letters (including customary “negative assurance” comfort and change period) to the Financing Sources, which such accountants are prepared to issue upon completion of customary procedures; (h) reasonably cooperating in satisfying the conditions precedent set forth in any definitive document SAS 100 reviews relating to the Debt Financing MUSA and its subsidiaries and to the extent the satisfaction of such condition requires the cooperation ofprovide any necessary “comfort letters” and (D) cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions and (ii) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents, or is within other requested certificates or documents, including allowing for a certificate of the control chief financial officer of Seller, the Company or any of their Subsidiaries; and (i) taking such other actions as may be reasonably requested by Buyer in order to consummate the Debt Financing. Nothing contained in this Section 6.07 or otherwise shall require the Company or any of its Subsidiaries or Affiliates to be an issuer or other obligor MUSA with respect to any Debt Financing prior to solvency or other matters; provided that none of the letters, agreements, registration statements, documents and certificates referenced in clause (ii) above shall be executed and delivered except in connection with the Closing Date(and the effectiveness thereof shall be conditioned upon the occurrence of the Closing); and provided, further, that MUSA shall not be required to provide any such assistance which would interfere unreasonably and materially with the business or operations of MUSA and its subsidiaries. Buyer shallParent shall promptly, promptly upon Seller’s requestrequest by MUSA, reimburse Seller and the Company MUSA for all reasonable and documented out-of-pocket third party costs incurred by Seller MUSA or the Company any of its subsidiaries in connection with any cooperation or other matters provided pursuant to this Section 6.07 and shall indemnify and hold harmless the pre-Closing directors and officers of Seller, the Company or their Subsidiaries from and against any and all liability to third parties suffered or incurred by them in connection with the Debt Financing and any information utilized in connection therewith except to the extent arising out of the gross negligence or willful misconduct by Seller, the Company, their Subsidiaries or any of their Representatives. If Seller or the Company become aware of any information that would cause any statements provided by or on behalf of Seller, the Company or its Subsidiaries to be false or misleading with respect to any material fact or omit to state any material fact necessary to make such statements therein not false or misleading, Seller and the Company shall promptly inform Buyer thereofcooperation.