Common use of Financing Cooperation Clause in Contracts

Financing Cooperation. Upon the request of Parent, the Company shall use its commercially reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, the Company shall use its commercially reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange cause its and consummate any amendment their Representatives to, provide, at the expense of Parent, all cooperation reasonably requested by Parent necessary and customary for the arrangement of the Debt Financing (including, solely for purposes of this Section 5.13, one or replacement more offerings of “high yield” non-convertible debt securities to be issued or supplement ofincurred in lieu of any bridge facility contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the applicable fee letter) (provided, Parent’s credit facilities (“Debt Financing”); provided that such requested cooperation does not neither unreasonably interfere interferes with the ongoing operations of the Company or any of its Subsidiaries nor conflicts with guidelines reasonably necessary in response to or related to COVID-19), including by (i) participating in a reasonable number of meetings (including meetings with prospective lenders and its Subsidiaries. Such commercially investors), presentations, road shows, due diligence sessions (including, directing the Company’s auditors to participate in such sessions or in separate due diligence calls) and sessions with rating agencies, in each case, at reasonable efforts shall includetimes, on a virtual basis and with reasonable advance notice, (ii) executing and delivering Definitive Agreements and other certificates (including a certificate of the chief financial officer of or person performing similar functions for the Company with respect to solvency matters substantially in the form attached to the extent Debt Commitment Letter) as may be reasonably requested by Parent, commercially and to the extent required by the Debt Financing, if requested by Parent, using reasonable best efforts to: to facilitate the pledging of, and perfection of security interests in, collateral, including, in the case of any proposed debt financing that includes an asset-based loan facility, by permitting the evaluation or appraisal of assets and the taking of all actions reasonably requested by Parent necessary to (aA) make permit the Lenders or their designees to evaluate the Company’s and its Subsidiaries inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory appraisals contemplated by the Debt Commitment Letter) and (B) establish bank and other accounts and blocked account and control agreements in connection with the foregoing; in each such case, effective no earlier than the Effective Time, (iii) furnishing Parent and the Lenders as promptly as reasonably practicable the Required Financial Information and, following the delivery of a request therefor to the Company by Parent (which notice shall state with specificity the information requested), such financial and other information regarding the Company as is readily available to prospective lendersthe Company at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing, on (iv) if requested by Parent, using reasonable best efforts to assist Parent in connection with Parent’s preparation of customary pro forma financial statements as of, and for the most recent twelve-month period ending on, the latest balance sheet date included in clause (i) of the Required Financial Information; provided, that (x) Parent shall be responsible for the preparation of such pro forma financial statements and any pro forma adjustments giving effect to the Merger and the other transactions contemplated herein and (y) the Company’s assistance shall relate solely to the financial information and data derived from the Company’s historical books and records, (v) in each case following Parent’s reasonable request, using reasonable best efforts to assist Parent and Merger Sub in the preparation of customary (A) confidential information memoranda (including a version that does not include material non-public information and executing and delivering one or more customary authorization and representation letters contemplated by the Debt Commitment Letter or otherwise that are customary in the Debt Financing), offering documents, private placement memoranda and other customary marketing materials required in connection with financings similar to the Debt Financing, (B) materials for rating agency presentations and (C) definitive documentation for the Debt Financing, (vi) following Parent’s reasonable basis request, using reasonable best efforts to cause directors and upon reasonable notice, appropriate personnel officers who will continue to hold such offices and positions from and after the Effective Time to execute resolutions or consents of the Company and its SubsidiariesSubsidiaries that do not become effective until the Effective Time with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing, (bvii) provideproviding drafts of the Payoff Letter and notices as may be required pursuant to Section 5.20 and giving (by the date required under the agreements governing such indebtedness) any necessary notices (including conditional notices of prepayment and redemption), as promptly as reasonably practicableto allow for the prepayment, redemption, payoff, satisfaction, discharge and termination in full at the Closing of all indebtedness required by this Agreement to be repaid on the Closing Date, (viii) if requested by Parent, providing, at least three (3) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all as is required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and including, if the Company or any portion of its Subsidiaries qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the businessCommitment Letter), operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent requested by Parent in writing at least nine (9) Business Days prior to the Closing Date, (ix) directing the Company’s auditors to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent and/or with respect to financial information of the Financing Sources to assist Company included in preparation of customary any syndication, offering or information other marketing documents relating to be used for Debt Financing that consists of debt securities in which the completion consolidated financial statements of the Debt FinancingCompany are included, (c) assist in and, if required, customary consents to the obtaining use of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full their audit reports on the Closing Date consolidated financial statements of the Existing Credit Facilities and releasing Liens and Company in any syndication, offering or other marketing documents relating to the pledges Debt Financing in which the consolidated financial statements of collateral securing such Existing Credit Facilitiesthe Company are included, in each case subject to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time)auditors’ policies and procedures and applicable auditing standards, (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (fx) assist during the Marketing Period, updating any Required Financial Information provided to Parent in obtaining customary comfort letters and consents of as may be necessary for such Required Financial Information to remain Compliant. Notwithstanding the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occursforegoing, neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 5.13 that (A) would require the Company, its Subsidiaries or any Persons who are officers or directors of the Company or its Subsidiaries to pass resolutions or consents to approve or authorize the execution of the Debt Financing that is effective prior to the Effective Time or execute or deliver any certificate, document, instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above and the notices of redemption or prepayment referred to in clause (vii) above) or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Effective Time, (B) cause any representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, nor (C) require the Company or any of their respective officers or directors, as the case may be, shall (i) be required its Subsidiaries to pay any commitment or other similar fee, (ii) enter into any definitive agreement fee or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses expense, liability or obligation (other than those set forth in this Section 5.13) in connection with the Debt Financing prior to the Closing or (iv) be required to take have any action in his/her capacity as a director obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) be effective until the Closing, or redeem, tender, discharge or defease the Senior Secured Notes or the Senior Secured Notes Indenture prior to the Closing, (D) cause any director, officer or employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) reasonably be expected to result (with or without notice, lapse of time, or both) in a material violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party, (F) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (G) prepare any financial statements or information that (x) are not available to it and prepared in the ordinary course of its financial reporting practice and (y) would not otherwise be available to it or capable of being prepared by it without undue burden or other than with the use of its commercially reasonable efforts or (H) require the Company or any of its Subsidiaries to enter into any instrument or agreement (other than the authorization and representation letters referred to in clause (v)(A) above or prepayment or redemption notices referred to in clause (vii) above) that is effective prior to the Effective Time or that would be effective if the Closing does not occur. Nothing contained in this Section 5.13 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall promptlyshall, promptly upon request by the Company, reimburse the Company following termination of this Agreement for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, the cooperation contemplated by this Section 5.13, 5.13 and shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, lossesclaims, costs, liabilities costs or expenses (including legal fees and expenses), awards, judgments and amounts paid in settlement suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, any action taken by them at the request of Parent pursuant to this Section 5.13 and any information used in connection therewith (other than information provided in writing by the Company or any its Subsidiaries specifically in connection with its obligations pursuant to this Section 5.13). (b) For the avoidance of its Subsidiaries) doubt, the parties hereto acknowledge and all other actions taken by agree that the provisions contained in this Section 5.13, represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent or Merger Sub with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (c) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.135.13 shall be kept confidential and otherwise treated in accordance with the Confidentiality Agreement or other confidentiality obligations that are substantially similar to those contained in the Confidentiality Agreement (which, with respect to the Lenders, shall be satisfied by the confidentiality provisions applicable thereto under the Debt Commitment Letter if made for the benefit of the Company). Parent The Company hereby consents to the use of its and Merger Sub shall keep its Subsidiaries’ logos in connection with the Debt Financing, so long as the Company informed on has a reasonably current basis reasonable opportunity to preview such use of logos and such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the status Company or its Subsidiaries; (ii) are used solely in connection with a description of the Company, its efforts business and products or the Merger (including in connection with any marketing materials related to arrange and consummate any the Debt Financing); and (iii) are displayed and presented in a manner consistent with the Company’s past practices.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall use its commercially reasonable efforts to, and shall use commercially reasonable efforts to cause each of its Subsidiaries and its and their respective directors, officers, managers, employees, members and Representatives to, provide to Parent, at Parent’s sole cost and expense, such customary cooperation as may be reasonably requested by Parent to assist Parent in causing the conditions in the Definitive Debt Financing Agreements to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Debt Financing (provided that nothing herein shall require such cooperation to the extent that it would unreasonably interfere with the business or operations of the Company), which includes but is not limited to: (i) senior management of the Company participating, on advance notice, in a customary and reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, including direct contact between senior management and Representatives of the Company and its Subsidiaries and the Debt Financing Sources; (ii) reasonably cooperating with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents reasonably required in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders and other financing sources and containing customary information; provided, that any such prospective lenders and financing sources shall have agreed to keep such information confidential pursuant to customary confidentiality undertakings with respect to such information (and as to which the Company shall be an express beneficiary); (iii) assisting in the negotiation, execution and delivery of officer’s certificates (including relating to solvency matters of the Company both before and after giving effect to the incurrence of the Debt Financing and the consummation of the transactions contemplated by this Agreement and such Debt Financing), it being understood that such solvency certificate shall not require the applicable officer to address (A) the solvency of any entity other than Parent, any Subsidiary of Parent and/or the Company or (B) transactions other than the transactions contemplated by this Agreement and the Definitive Debt Financing Agreements, credit agreements, indentures, purchase agreements, pledge and security documents, collateral documents and documents facilitating the pledge of collateral for the Debt Financing (including reasonable cooperation in connection with Parent’s efforts to arrange any pay-down or pay-off of the Indebtedness of the Company, including the payment of the Credit Party Closing Payment Amount, and consummate any amendment tothe release of related Liens, or replacement or supplement as applicable); provided, that such documents shall not take effect until, and shall be conditioned upon the occurrence of, Parent’s credit facilities the Closing; (“iv) furnishing Parent and the Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, Financing Sources as promptly as reasonably practicable, practicable following written request from the Parent with all consolidated financial statements and other pertinent information relating related solely to the Company and its Subsidiaries and required or otherwise reasonably requested by the Debt Financing Sources, including the financial statements required by paragraph 4 of Exhibit B of the Debt Commitment Letter; provided, that the Company shall not be responsible for, the preparation of projections, risk factors and forward-looking statements relating to any financing institutions contemplated to arrange and/or provide all or any portion component of the Debt Financing (the “Financing Sources”) (and pro-forma financial information, including information pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be used incorporated into any pro-forma financial information; (v) permitting the prospective lenders or investors involved in the preparation of a customary information package regarding the businessDebt Financing or their representatives to evaluate, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering examine or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of audit the Company and its Subsidiaries, including with respect their respective assets, borrowing base, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; and (vi) using commercially reasonable efforts to cooperate in satisfying the conditions precedent set forth in any commitment letters related to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 Debt Financing. (b) Notwithstanding anything to the contrary notwithstanding, until contained in this Agreement (i) nothing in this Agreement (including this Section 6.17) shall require any cooperation to the Effective Time occurs, neither extent that it would (A) require the Company nor or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required Subsidiaries to pay any commitment or other similar feefees or reimburse any expenses that are not contingent upon and due on or after the Closing, (ii) enter into any definitive agreement or have incur any liability or give any obligation under any certificateindemnities that are not contingent upon and due on or after the Closing, document, instrument, credit agreement (B) unreasonably interfere with the ongoing business or operations of the Company or any related document of its Subsidiaries, (C) require the Company or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required of its Subsidiaries to take any action that would conflict with or violate 38031572.13 the Company’s or any of its Subsidiaries’ Charter Documents or other organizational documents or any Laws, or (D) result in his/her capacity as a any officer or director of the Company or any of its Subsidiaries incurring personal liability with respect to any matters relating to the Debt Financing. Parent shall promptly; and (ii) any action, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs liability or obligation (including reasonable attorneys’ feesany obligation to pay any commitment or other fees or reimburse any expenses) incurred by of the Company or any of its Subsidiaries or any of their respective Representatives representatives under any certificate, agreement, arrangement, document or instrument relating to the Debt Financing shall not be effective until following the Closing. (c) The Company shall and shall cause each of its Subsidiaries to deliver to Parent promptly (to the extent requested at least five (5) days prior to the Closing Date), with all documentation and other information reasonably required under applicable “know your customer” and anti-money laundering rules and regulations. (d) The Company hereby consents to the use of its logos in connection with the Debt Financing in a manner consistent with debt financings similar to the Debt Financing, provided, that such logos are used in a manner that is not intended or reasonably likely to harm or disparage the Company, any of its Subsidiaries, or their respective obligations pursuant toIntellectual Property. (e) Parent and Merger Sub shall (i) promptly, upon request by Company, reimburse Company for all out-of-pocket costs and expenses (including attorneys’ fees and accountants’ fees) incurred by Company or any of its Affiliates, officers or representatives in connection with the actions and undertakings contemplated by this Section 6.17, and in accordance with, this Section 5.13, and shall (ii) indemnify and hold harmless the Company, its Subsidiaries the Company and their respective Representatives Affiliates, officers and representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the any Debt Financing and any information used in connection therewith (other than or Alternative Financing. All information provided by the or on behalf of Company or any of and its Subsidiaries) Affiliates, officers and all other actions taken by the Company, its Subsidiaries and their respective Representatives representatives pursuant to this Section 5.13. 6.17 shall be kept confidential by Parent and its Affiliates in accordance with the terms of this Agreement, except that Parent and Merger Sub shall keep be permitted to disclose such information to the Company informed on a reasonably current basis Debt Source Parties, subject to the Debt Source Parties entering into customary confidentiality undertakings with respect to such information. This Section 6.17(e) shall survive the consummation of the status Transactions or any earlier termination of its efforts this Agreement and is intended to arrange benefit, and consummate any Debt Financingmay be enforced by, the Persons indemnified pursuant to this Section 6.17(e).

Financing Cooperation. Upon Prior to the request of ParentClosing, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to provide reasonable to Parent and Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent that is necessary in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities obtaining financing in connection with the Merger (“Debt Financing”); provided that so long as such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include), to including (a) furnishing Parent and Merger Sub such financial and other pertinent information regarding the extent Company as may be reasonably requested by Parent, commercially (b) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions with rating agencies in connection with obtaining financing in connection with the Merger, (c) assisting Parent in the preparation of customary offering memoranda, bank information memoranda, authorization letters, confirmations and undertakings, rating agency presentations and lender presentations relating to obtaining financing in connection with the Merger, (d) providing and executing such customary documents as may be reasonably requested by Parent related to financing in connection with the Merger, (e) using reasonable best efforts to: to satisfy the conditions precedent set forth in any definitive documentation relating to financing in connection with the Merger to the extent the satisfaction of such conditions requires the cooperation of or is within the control of the Company, (af) make available using reasonable best efforts to prospective lenderscooperate with the financing sources’ due diligence investigation, on a to the extent customary and reasonable basis and upon reasonable notice, appropriate personnel not unreasonably interfering with the business of the Company and its Subsidiaries, (bg) provide, as promptly as reasonably practicable, information relating using commercially reasonable efforts to the Company obtain accountant’s comfort letters and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent legal opinions reasonably requested by Parent and/or the Financing Sources to assist in preparation of and customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiariesfinancings, including with respect issuing any customary representations letters to the auditor consents in connection with any filings with the SECKPMG LLP. Anything in this Section 5.13 5.15 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financingfinancing in connection with the transactions contemplated by this Agreement, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing such financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financingsuch financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.135.15, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing Parent’s financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing5.15.

Financing Cooperation. Upon Without limiting the request generality of Parent‎Section 7.02 or ‎Section 7.05, and to assist the Parent in its financing efforts, the Company shall use its commercially reasonable efforts agrees to provide reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere reasonably cooperate with the ongoing operations arrangement of the Company and its Subsidiaries. Such commercially reasonable efforts shall includeFinancing, to the extent reasonably requested including by Parent, commercially reasonable efforts to: (a) make available preparing and providing to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company Parent and its Subsidiaries, (b) provideFinancing Sources, as promptly as reasonably practicablepracticable after Parent’s written request therefor, all customary and reasonably available financial and other information relating with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including, to any financing institutions contemplated the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to arrange and/or provide all or any portion be filed on a Form 8-K by Parent, regardless of the Debt Financing timing of such filing, (the “Financing Sources”i) (including information to be used in the preparation of a customary information package regarding the business, operations, audited consolidated annual financial condition, projections and prospects statements of the Company and its Subsidiaries (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the preparation of customary for financings similar pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Debt Financing) to the extent 1933 Act or reasonably requested and customarily required by Parent and/or the Financing Sources to assist be included in preparation of customary any offering or information documents to be used for the completion of the Debt Financing, Financing and (c) assist using commercially reasonable efforts to cause the Company’s independent accountants to cooperate with the Financing Sources in the obtaining of a manner consistent with their customary payoff letters practice and instruments of discharge to be delivered at Closing to allow for the payoff, discharge participate in customary auditor due diligence calls and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be comfort letters delivered in connection with such financing the Company’s public offerings shall be deemed to be customary for purposes of this ‎Section 7.06) and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any inclusion of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses audit reports in connection with the Debt Financing if historical financial statements or (iv) be required to take any action in his/her capacity as a director other financial information of the Company or are included in any of its Subsidiaries with respect to offering documents for the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing.

Financing Cooperation. Upon (a) Prior to the request of Parent, the Company shall use its commercially reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations earlier of the Company Effective Time and its Subsidiaries. Such commercially reasonable efforts shall includethe valid termination of this Agreement in accordance with ‎‎Article VIII, to the extent reasonably requested by Parent in writing (which written request may be delivered over email) with reasonable prior notice and at Parent’s sole cost and expense, commercially the Company shall use its reasonable best efforts to: , and shall use its reasonable best efforts to cause each of its Subsidiaries, its and their respective members of senior management and its and their respective Representatives to use reasonable best efforts to: (ai) make available participate (and cause senior management to prospective lendersparticipate) in a reasonable number of meetings and due diligence sessions in respect of the Debt Financing (to the extent required by the Debt Financing Sources); (ii) assist Parent with providing information reasonably requested in connection with the preparation by Parent of pro forma financial information and pro forma financial statements to the extent required by the Debt Financing Sources, on a customary it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and reasonable basis equity financing, together with assumed interest rates, dividends (if any) and upon reasonable noticefees and expenses relating to the incurrence of such debt or equity financing, appropriate personnel (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing, or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; (iii) assist Parent in connection with (A) the preparation of any disclosure schedules to the Debt Financing Documents and its Subsidiariesproviding information reasonably necessary to complete customary perfection certificates and other customary loan documents required in connection with the Debt Financing, (bB) providethe preparation, execution and delivery of any Debt Financing Documents and any other certificates or documents with respect to the Debt Financing, in each case, as promptly as may be reasonably practicablerequested by Parent or the Debt Financing Sources, and (C) to the extent required by the terms of the Debt Commitment Letter, otherwise facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing on the Closing Date, it being understood that any such documents will not be recorded or take effect until the Effective Time; (iv) furnish Parent upon reasonable written request with such financial and other pertinent information relating to regarding the Company and its Subsidiaries (including information regarding the business and operations thereof), to the extent prepared by the Company in the ordinary course of business, as may be reasonably requested by Parent to assist in the preparation of customary information documents used in financings associated with leveraged buyouts of comparable sized companies (which, for the avoidance of doubt, will not include any financing institutions contemplated Excluded Information); (v) assist in the taking of all corporate and other actions, subject to arrange and/or provide all or any portion the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing (on the “Financing Sources”) Closing Date (including using reasonable best efforts to cause directors and officers who will continue to hold such offices and positions from and after the Closing to execute resolutions or consents of the Company with respect to entering into the definitive documentation for the Debt Financing and otherwise as necessary to authorize consummation of the Debt Financing), it being understood that no such corporate or other action will take effect prior to the Closing; and (vi) at least three (3) Business Days prior to Closing, furnish Parent with all documentation, certifications and other information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of about the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent as is reasonably requested by Parent and/or at least nine (9) Business Days prior to Closing, in accordance with the requirements of the Debt Financing Sources to assist Sources, required under applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations (including the PATRIOT Act). (b) Nothing in preparation this ‎Section 6.14 or any other provision of customary offering this Agreement will require the Company or information documents to be used for the completion any of its Subsidiaries to, in connection with the Debt Financing, (ci) assist in the obtaining waive or amend any terms of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoffthis Agreement or any other Contract, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay provide any additional security or discharge any such indebtedness guarantees prior to the Effective Time), (d) cooperate with respect Time or pay any fees or reimburse any expenses prior to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents for which it has not received prior reimbursement by or on behalf of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar feeParent, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related prior to the Debt FinancingEffective Time, (iii) unless promptly reimbursed by Parent, be required to incur give any other expenses indemnities in connection with the Debt Financing that are effective prior to the Effective Time for which it is not simultaneously indemnified by Parent or its Affiliates in a manner reasonably satisfactory to the Company, (iv) prepare or provide any Excluded Information, or (v) take any action (or cause its Subsidiaries or its and their respective members of senior management to take any action) that in the good faith judgment of the Company would (A) unreasonably interfere with its or its Subsidiaries’ business operations; (B) create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; (C) cause any representation or warranty or covenant contained in this Agreement to be breached or cause any closing condition set forth in ‎Article VII to fail to be satisfied; (D) give rise to a material risk of waiving any attorney-client, work product, or similar privilege of the Company and its Subsidiaries; provided, that the Company will inform Xxxxxx and Merger Sub of the general nature of the document or information being withheld (to the extent doing so would not give rise to a material risk of waiving any such privilege) and reasonably cooperate with Parent and Merger Sub in seeking to provide such document or information in a manner that would not give rise to a material risk of waiving any such privilege, (E) result in a material violation or material breach of, or material default under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound or (F) result in a violation of applicable Law or breach of the Governing Documents of the Company and its Subsidiaries. In addition, (A) no action, liability, or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time (in each case other than customary authorization or representation letters and “know-your-customer”, beneficial ownership and anti-money laundering rule and regulation (including the PATRIOT Act) information required to be provided in connection with the Debt Financing), and (B) neither the Company nor any of its Subsidiaries (nor any officer or director thereof) will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing that is not contingent on the occurrence of the Closing or must be effective prior to the Effective Time. Nothing in his/her capacity as a director this ‎Section 6.14 will require (1) any Representative of the Company or any of its Subsidiaries with respect to deliver any certificate or opinion or take any other action under this ‎Section 6.14 that could reasonably be expected to result in personal liability to such Representative or (2) the Company Board, the Company Special Committee or the board of directors, managers, managing member or any similar controlling body of any Subsidiary of the Company to pass resolutions or consents to approve or authorize the Debt Financing, in each case, prior to the Effective Time (and shall only be executed by officers and directors which will continue to be authorized after the Effective Time). All non-public or other confidential information provided by the Company pursuant to this Section 6.14 will be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub will be permitted to disclose such information to any Debt Financing Sources or prospective Debt Financing Sources (and, in each case, to their respective Representatives) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto or (ii) are otherwise subject to other customary confidentiality undertakings. (c) Parent shall indemnify and hold harmless the Acquired Companies, and each of their respective directors, officers and employees, from and against any and all losses incurred in connection with the Debt Financing or any information, assistance or activities provided in connection therewith, except to the extent arising from (i) any material inaccuracy of any historical written information furnished in writing by or on behalf of the Acquired Companies, taken as a whole, including financial statements or (ii) the gross negligence, bad faith or willful misconduct of the Acquired Companies or any of their respective directors, officers, employees or Representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction. Parent shall promptlyreimburse the Acquired Companies for any reasonable, upon request documented in reasonable detail, out-of-pocket costs and expenses incurred by the CompanyAcquired Companies and each of their respective directors, reimburse officers and employees in connection with the Company for all reasonable Debt Financing or such assistance requested by Parent or its Representatives. (d) Obtaining Debt Financing is not a condition to the Closing, and documented out in event that Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of pocket costs the conditions set forth in ‎Article VII and ‎Section 9.02(b), to consummate the Merger. (including reasonable attorneys’ feese) incurred by In no event will Parent or Merger Sub enter into any Contract expressly prohibiting or seeking to prohibit any bank, investment bank or other potential provider of debt financing from providing or seeking to provide debt financing or financial advisory services to any Person, in each case in connection with a transaction relating to the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement Merger, and Parent and Merger Sub will not consent to the entry into any such Contract by any of their respective Representatives (which will be deemed to include each direct investor in Parent or Merger Sub or any other potential financing sources of Parent, Merger Sub and such investors). (f) Notwithstanding anything to the contrary contained in this Agreement, a breach of this ‎Section 6.14 will only constitute a material breach of the Company for purposes of ‎Section 7.02(b) if (x) the Company shall have breached any of its obligations under this ‎Section 6.14, (y) Parent has provided the Company with notice in writing of such breach (with reasonable specificity as to the basis for any such breach) and the Company has failed to cure such breach within three (3) Business Days thereof, and (z) such breach shall have been the proximate cause of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financingnot being consummated.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, the Company Entities shall, and shall use its commercially their respective reasonable best efforts to cause their respective Representatives to, provide such reasonable cooperation as requested by the Parent Entities in connection with Parent’s the obtaining and arranging of the Debt Financing and the Preferred Equity Financing. Without limiting the generality of the foregoing, such reasonable best efforts in any event shall include: (i) taking such actions as are reasonably requested by the Parent Entities to arrange facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing and consummate any amendment tothe Preferred Equity Financing that are within its control, or replacement or supplement ofincluding authorizing the Definitive Financing Agreements and permitting the proceeds thereof to be made available to the Company Entities, Parent’s credit facilities (“Debt Financing”)the Company Subsidiaries and certain of their respective equityholders at the Closing, as applicable, pursuant to the Restructuring Steps, as applicable; provided that no such corporate action shall become effective until the Effective Time; (ii) participating in a reasonable number of meetings (including meetings with prospective Debt Financing Sources), presentations, road shows, due diligence sessions and sessions with rating agencies, at reasonable and mutually agreed times and with reasonable advance notice; (iii) to the extent required to satisfy a condition precedent to the initial funding of the Debt Financing, facilitating the pledging of, and perfection of security interests in, collateral, effective no earlier than the Effective Time; (iv) furnishing the Parent Entities and the Debt Financing Sources and the Preferred Equity Financing Sources as promptly as reasonably practicable following the delivery of a request therefor to the Company Entities by the Parent Entities (which notice shall state with specificity the information requested) such financial and other information regarding the Company Entities and the Company Subsidiaries as is customarily required in connection with the execution of financings of a type similar to the Debt Financing or the Preferred Equity Financing, including the Company Financial Information; (v) in each case following the Parent Entities’ reasonable request, assisting the Parent Entities and the Merger Subs in the preparation of (A) confidential information memoranda (including a version that does not include material non-public information) and other customary marketing materials required in connection with financings similar to the Debt Financing (it being understood and agreed that the Company Entities shall not be responsible for any projections or pro forma financial statements) and (B) materials for rating agency presentations; (vi) providing (A) customary authorization and representation letters to the Debt Financing Sources with respect to marketing materials from a senior officer of the Company Entities (which authorization and representation letters will become effective before the Effective Time) and (B) a certificate of the chief financial officer of the Company in the form set forth on Annex I to Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) or Xxxxx XX of the Preferred Equity Commitment Letter (as in effect as of the date hereof) with respect to solvency matters, in each case, to the extent required in the Debt Commitment Letter or Preferred Equity Commitment Letter, respectively; (vii) if requested by the Parent Entities pursuant to the Debt Commitment Letter or the Preferred Equity Commitment Letter, providing (A) at least three Business Days prior to the Closing Date, all documentation and other information regarding the Company Entities and the Company Subsidiaries as the Debt Financing Sources or Preferred Equity Financing Sources reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, to the extent requested by the Parent Entities in writing at least nine Business Days prior to the anticipated Closing Date and (B) to the extent the Borrower (as defined in the Debt Commitment Letter) or the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Debt Commitment Letter on the date hereof), certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any Debt Financing Source or the Preferred Equity Financing Source that has requested such certification; (viii) assisting reasonably in the preparation, execution and delivery of necessary and customary Definitive Financing Agreements (including one or more credit agreements, security agreements, mortgages or guarantees and the schedules and exhibits thereto) in connection with the Debt Financing or the Preferred Equity Financing or other certificates or documents as may reasonably be requested by the Parent Entities, in each case, to be held in escrow pending release by the Company at, and subject to the occurrence of, the Effective Time; (ix) to the extent required in the Debt Commitment Letter, using reasonable best efforts to ensure that the syndication efforts with respect to the Debt Financing benefit materially from the existing lending and investment banking relationships of the Company Entities; and (x) in connection with the Margin Loan Financing, cooperating in requesting from TKO and TKO OpCo an issuer agreement (an “Issuer Agreement”) with the applicable lenders on customary terms to be mutually agreed by TKO, TKO OpCo and such lenders in order to allow a Margin Loan Financing on commercially reasonable terms, it being understood and agreed that (x) such cooperation does shall not (A) unreasonably interfere with the ongoing operations of the Company Entities or any of their respective Affiliates or (B) require TKO to make any “additional” filings with the SEC or take any other action that would result in such a filing being required, except, after consultation between the Parent Entities and its Subsidiaries. Such commercially reasonable efforts shall includethe Company Entities, the furnishing on Current Reports on Form 8-K by TKO of information included in the documents with respect to such Debt Financing to the extent reasonably requested by Parentrequired in order to satisfy TKO’s legal or regulatory disclosure obligations, commercially reasonable efforts to: and (ay) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel the provisions set forth in this Section 7.12(a) collectively represent the sole obligation of the Company Entities and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including their respective Affiliates with respect to the auditor consents Debt Financing or the Preferred Equity Financing and no other provision of this Agreement (including the exhibits and schedules hereto) or the Debt Commitment Letter or the Preferred Equity Commitment Letter will be deemed to expand such obligations. All non-public or otherwise confidential information regarding the Company Entities or their respective Affiliates obtained by the Parent Entities or the Merger Subs or their respective Representatives pursuant to this Section 7.12 shall be kept confidential in accordance with the Confidentiality Agreement, including any joinder or other agreement entered into in connection therewith (which, with any filings with the SEC. Anything in this Section 5.13 respect to the contrary notwithstandingpotential Debt Financing Sources who are not party to the Debt Commitment Letter but are participating in the syndication process, until shall be satisfied by the Effective Time occurs, neither confidentiality provisions applicable under customary confidentiality undertakings in the context of customary syndication practices for debt financings of the type contemplated by the Debt Commitment Letter (as in effect on the date hereof)). The Company nor any of its Subsidiaries, nor any Entities hereby consent to the use of their respective officers or directors, as and the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses Company Subsidiaries’ logos in connection with the Debt Financing or the Preferred Equity Financing; provided, that such logos are used solely in a manner that is reasonable and customary and that is not reasonably likely to harm or disparage the Company Entities or the Company Subsidiaries in any respect. (ivb) Notwithstanding anything herein to the contrary, (i) other than as may be contemplated by an Issuer Agreement, no directors or managers of the Company Entities or their respective Affiliates (other than any director or manager who is continuing as a director or manager of any of the Company Entities or the Company Subsidiaries following the consummation of the Transactions) shall be required to pass resolutions or consents to approve or authorize the execution or delivery of the Debt Financing or the Preferred Equity Financing or to execute, deliver or enter into, or perform any agreement, certificate, arrangement, document or instrument with respect to the Debt Financing (other than the documents to be delivered pursuant to Sections 7.12(a)(vi) and 7.14, including definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”)) or the Preferred Equity Financing, (ii) no obligation of the Company Entities, their respective Affiliates or any of their respective Representatives undertaken pursuant to the foregoing shall be effective until Closing (other than the authorization and representation letters to be delivered pursuant to Section 7.12(a)(vi)(A) and the prepayment and termination notices to be delivered pursuant to Section 7.14) and (iii) none of the Company Entities, their respective Affiliates or any of their respective Representatives shall be required to (A) pay any commitment or other similar fee in connection with the Debt Financing or the Preferred Equity Financing or incur any other cost or expense that is not promptly reimbursed by the Parent Entities in connection with the Debt Financing or the Preferred Equity Financing, (B) take any action actions to the extent such actions would unreasonably interfere with the ongoing business or operations of the Company Entities and their respective Affiliates, (C) take any actions that would conflict with or violate the Company Entities’ or their respective Affiliates’ organizational documents or any Laws, or that would reasonably be expected to result in his/her capacity as a director violation or breach of, or default under, any material Contract to which any of them are a party or by which any of their assets are bound, (D) give to any other Person any indemnities in connection with the Financing that are effective prior to the Closing or (E) take any actions that would cause any representation or warranty in this Agreement to be breached or that would cause any closing condition set forth in Article VIII to fail to be satisfied or that would otherwise cause a breach of this Agreement. Nothing contained in this Section 7.12 or otherwise shall require the Company Entities or their respective Affiliates to be an issuer or other obligor with respect to the Debt Financing or the Preferred Equity Financing prior to the Effective Time. (c) The Parent Entities and the Merger Subs acknowledge and agree that the only obligations of the Company or any of its Subsidiaries Affiliates or Representatives with respect to any portion of the Debt FinancingFinancing prior to the Effective Time are the obligations expressly set forth in this Agreement. The Parent shall promptlyEntities shall, promptly upon request by the Company, reimburse OpCo and the Company Subsidiaries for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company or any of its Subsidiaries Entities and the Company Subsidiaries, their respective Affiliates or their respective Representatives in connection with such cooperation by the Company Entities or any of their respective obligations pursuant to, and in accordance with, this Section 5.13, Affiliates and shall indemnify and hold harmless the CompanyCompany Entities, its Subsidiaries their respective Affiliates and their respective Representatives from for and against any and all damagesliabilities, losses, costsobligations, liabilities damages, costs and expenses of any kind (whether direct or expenses indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due and whether in contract, tort, strict liability or otherwise) suffered or incurred by any of them in connection with the arrangement of the Debt Financing any Financing, any alternative financing, any action taken by them pursuant to this Section 7.12 and any information used utilized in connection therewith (other than written information provided by the Company Entities to the Parent Entities or the Merger Subs for use in connection with the Debt Financing or the Preferred Equity Financing), except to the extent resulting from the gross negligence, fraud or willful misconduct of the Company Entities or the Company Subsidiaries or their respective Representatives. (d) Each of the Parent Entities and the Merger Subs acknowledge and agree that it is not a condition to the Closing or to any of the other obligations under this Agreement that the Parent Entities and Merger Subs obtain the Equity Financing, any Financing or any other financing. (e) Notwithstanding anything to the contrary in this Section 7.12 or any other provision of this Agreement, the condition set forth in Section 8.02(b), as it applies to the obligations of the Company Entities under this Section 7.12, will be deemed to be satisfied except in the case where (i) any Company Entity materially breaches its Subsidiariesobligations under this Section 7.12, (ii) and all other actions taken the Parent Entities have provided the Company prompt written notice informing the Company of such breach, (iii) if curable, the Company Entities have not cured such breach by the Company, its Subsidiaries and their respective Representatives pursuant earlier of (A) 60 days after the date of such written notice is given by the Parent Entitles to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis and (B) the Outside Date and (iv) such breach has contributed in any material respect to the failure of the status of its efforts Debt Financing or the Preferred Equity Financing to arrange and consummate any Debt Financingbe obtained.

Financing Cooperation. Upon the request (a) Subject to Section 6.16(b), prior to Closing or termination of Parentthis Agreement, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, use its commercially reasonable best efforts to provide reasonable cooperation reasonably cooperate with and reasonably assist Parent, at the Parent’s request, sole cost and expense, in connection with Parent’s arranging, obtaining and syndicating any Financing and causing the conditions in the Financing Documents and any commitment letters entered into in connection with such Financing to be satisfied, including using reasonable best efforts to arrange in (i) assisting with, and consummate any amendment to, or replacement or supplement furnishing information for the purposes of, Parent’s credit facilities the preparation of customary prospectuses (“Debt Financing”including any pro forma financial information and any information required under Article 18(2) of Commission Delegated Regulation (EU) 2019/980); provided that such cooperation does not unreasonably interfere , offering documents, syndication documents and materials, including bank information memoranda and private placement memoranda, lender and investor presentations, rating agency materials and presentations and other customary marketing materials in connection with the ongoing operations of Financing (all such documents and materials, collectively, the Company “Marketing Documents”) (it being understood and its Subsidiaries. Such commercially reasonable efforts agreed that the Marketing Documents shall includeinclude (or otherwise be subject to) any customary exculpation language, as the case may be, with respect to the extent reasonably requested by ParentCompany, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary its Affiliates and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiariestheir respective Representatives), (bii) provide, furnishing to the Parent as promptly as reasonably practicable, practicable financial statements and operational information relating (including consolidated financial statements for interim periods up until the Closing Date) that can be prepared without undue burden with respect to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing Subsidiary as is reasonably requested by Parent (the “Financing SourcesRequired Information”), (iii) (including information to be used assisting in the preparation of a customary schedules to collateral agreements by providing information package regarding of the businessCompany Entities required to be made available on such schedules for purposes of the arrangement or consummation of the Financing, operations(iv) subject to any contractual agreement in effect, financial conditionfacilitating the pledging of collateral for the Financing, projections which shall not be required to be delivered or effective until at or promptly following the Effective Time, (v) subject to any contractual agreement in effect, obtaining the Payoff Letter, and prospects the related lien releases, and instruments of termination or discharge, as applicable, required pursuant to Section 6.12, in each case which shall provide that, if sufficient funds are received by the financing sources under the Credit Agreement in order to pay off in full all obligations (other than the Excluded Obligations) in connection therewith or secured thereby, such release, termination and/or discharge shall be effective, and (vi) furnishing Parent as promptly as reasonably practical (and at least three (3) business days prior to the Closing Date) with all documentation and other information related to the Company and its Subsidiaries customary for financings similar Subsidiary required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing by Parent or its Financing Sources at least ten (10) business days prior to the Debt Financing) Closing Date. The Company hereby consents to the extent reasonably requested by Parent and/or use of its and its Subsidiary’s logos in connection with the Financing Sources so long as such logos are used solely (i) in a manner that is not intended to assist in preparation of customary offering or information documents that is not reasonably likely to be used for harm or disparage the completion Company or its Subsidiary or the reputation or goodwill of the Debt FinancingCompany or its Subsidiary and (ii) solely in connection with a description of the Company, its business and products or the Merger. (b) Notwithstanding the requirements of Section 6.16(a) or anything in this Agreement to the contrary, (ci) assist in neither the obtaining Company nor any of customary payoff letters and instruments of discharge its Affiliates or their respective Representatives shall be required to be delivered at Closing enter into, approve or perform (or commit to allow for the payoffenter into, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilitiesapprove or perform) any certificate, document, agreement, or instrument, in each case which will be effective prior to take effect at the Effective Time Time, (ii) nothing herein shall require cooperation contemplated thereby to the extent it being understood that would interfere unreasonably with the business or operations of the Company shall have no obligation or any of its Affiliates or their respective Affiliates, (iii) none of the Company nor any of its Affiliates or their respective Representatives, will be required to (1) pay or commit to pay any commitment or discharge other fee, (2) reimburse or incur any such indebtedness costs or expenses or incur any other liability (including any guarantee, indemnity or pledge) in connection with the Financing or the Marketing Documents prior to the Effective Time, (3) provide any financial data other than the Required Information, or (4) provide any legal opinion or reliance letters or any certificate (in the case of the Company or its Subsidiary that would be required to be delivered prior to the Effective Time), (d) cooperate with respect to matters relating to pledges comfort letter or opinion of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its SubsidiariesRepresentatives, nor (iv) nothing herein will involve any binding commitment by the Company, any of its Affiliates or any of their respective officers or directorsRepresentatives which commitment is not conditioned on the Effective Time and does not terminate without liability to the Company, as its Affiliates and their respective Representatives upon the case may betermination of this Agreement, shall and (iv) be required to pay nothing herein will require the Company, any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability of its Affiliates or any obligation under of their respective Representatives to provide any certificate, document, instrument, credit agreement information or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as action, the disclosure or taking of which would violate applicable Legal Requirements, any fiduciary duty, any Contract or obligation of confidentiality owing to a director third party, or jeopardize the protection of the attorney-client privilege (or similar protections) held by the Company or any of its Subsidiaries Affiliates; provided that, if the Company does not provide or cause its Representatives to provide such access or such information in reliance on the foregoing, then the Company shall (1) provide a written notice to Parent stating that it is withholding such access or such information and (2) reasonably cooperate (at the request of Parent) to provide the applicable access or information in a way that would not violate such applicable Legal Requirements, fiduciary duty or Contract or otherwise jeopardize such privilege. Nothing in this Section 6.16 will require (1) any Representative of the Company or its Subsidiary to deliver any certificate or opinion or take any other action under this Section 6.16 that could reasonably be expected to result in personal liability to such Representative; (2) the Board of Directors (or any committee or subcommittee thereof) or the board of directors, managers, managing member or any similar controlling body of any Subsidiary of the Company to approve (or otherwise take any corporate or similar action with respect to) any financing (including the Financing) or Contracts (including any Financing Document or commitment letter) related thereto; or (3) the Company and its Subsidiary to take any action that would conflict with or violate its organizational or governance documents or any applicable Legal Requirements, or result in the contravention of, or that could reasonably be expected to result in a violation of breach of, or default under, any agreement to which the Company or its Subsidiary is a party. (c) Subject to any applicable Legal Requirements, all non-public or other confidential information provided by the Company, its Subsidiary or any of their respective Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Purchaser will be permitted to disclose such information to any Financing Sources or prospective equity or debt financing sources and other financial institutions and investors that are or may become parties to the Debt Financing. Parent shall promptlyFinancing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as a “Representative” thereunder as if parties thereto; or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. (d) If the Closing does not occur, promptly upon request by the Company, Parent will reimburse the Company for all any documented and reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or its Subsidiary in connection with the cooperation of the Company and its Subsidiary contemplated by this Section 6.16 (it being understood and agreed that the reimbursement set forth in this Section 6.16(d) shall not apply to any fees, costs, and expenses incurred by, or on behalf of, the Company, its Subsidiary or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant toits ordinary course financial reporting requirements or in the provision of data that, and in accordance witheach case, was already prepared or was being prepared by the Company, its Subsidiary or its Representatives in the ordinary course of business notwithstanding this Section 5.136.16). (e) The Parent shall indemnify, and shall indemnify defend and hold harmless the Company, its Subsidiaries Company Entities and their respective Representatives from and against any and all losses, damages, lossesclaims, costsinterest, liabilities or awards, judgments, penalties, costs and expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and (including any information used action taken in connection therewith (other than information provided by the Company or any of its Subsidiariesaccordance with this Section 6.16) and all other actions taken costs and expenses incurred in defending against the foregoing, except to the extent such losses, damages, claims, costs or expenses arise from the willful breach of this Agreement by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep as finally determined by a court of competent jurisdiction, or from fraud on the Company informed on a reasonably current basis part of the status of its efforts to arrange and consummate any Debt FinancingCompany.

Financing Cooperation. Upon (a) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, provide such reasonable cooperation in connection with any financing by Parent or any of its Subsidiaries in connection with the Transactions as may be reasonably requested by Parent, Merger Sub or their Representatives. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, upon request (i) furnish the report of the Company’s auditor on the most recently available audited consolidated financial statements of the Company and its Subsidiaries and use its reasonable best efforts to obtain the consent of such auditor to the use of such report in accordance with normal custom and practice and use reasonable best efforts to cause such auditor to provide customary comfort letters to the underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any additional financial statements, schedules or other financial data relating to the Company and its Subsidiaries reasonably requested by Parent as may be reasonably necessary to consummate any such financing, including any pro forma financial statements required pursuant to the Securities Act in connection with any such financing; (iii) provide direct contact between (x) senior management and advisors, including auditors, of the Company and (y) the proposed lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors in connection with, the financing, at reasonable times and upon reasonable advance notice; (iv) make available the employees and advisors of the Company and its Subsidiaries to provide reasonable assistance with Parent’s preparation of business projections, financing documents and offer materials; (v) obtain the cooperation and assistance of counsel to the Company and its Subsidiaries in providing customary legal opinions and other services; (vi) provide information, documents, authorization letters, opinions and certificates, enter into agreements (including supplemental indentures) and take other actions that are or may be customary in connection with the financing or necessary or desirable to permit Parent to fulfill conditions or obligations under the financing documents, provided that such agreements entered into shall be conditioned upon, and shall not take effect until, the Effective Time; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent; (viii) use commercially reasonably efforts to ensure that the syndication efforts benefit materially from the existing banking relationships of the Company and its Subsidiaries, (ix) permit Parent’s reasonable use of the Company’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, of financing (subject to advance review of and consultation with respect to such use), (x) participate in meetings and presentations with prospective lenders and investors, as applicable (including the participation in such meetings of the Company’s senior management), (xi) use commercially reasonable efforts to assist in procuring any necessary rating agency ratings or approvals, and (xii) not commence or effect any offering, placement or arrangement of any debt securities or bank financing competing with the proposed Parent financing (and not permit any such offering, placement or arrangements to occur on its behalf). (b) The Company shall use all reasonable best efforts to (i) obtain customary payoff letters from third-party lenders and trustees with respect to the indebtedness of the Company and its Subsidiaries specified by Parent to the Company no later than ten Business Days prior to the Effective Time and (ii) deliver or cause to be delivered such payoff letters to Parent at the Effective Time. At the Effective Time, subject to Parent making available necessary funds to do so, the Company shall use all reasonable best efforts to, and to cause its commercially reasonable efforts Subsidiaries to, permanently (x) terminate the credit facilities requested by Parent to be so terminated, if and to the extent such facilities are specified by Parent to the Company no later than ten Business Days prior to the Effective Time, and all related contracts to which the Company or any of its Subsidiaries is a party and (y) cause to be released any Encumbrances on its assets relating to such terminated credit facilities. (c) Notwithstanding anything in this Section 6.11 to the contrary, in fulfilling its obligations pursuant to this Section 6.11, (i) none of the Company, its Subsidiaries or its Representatives shall be required to pay any commitment or other fee, provide reasonable cooperation any security or incur any other liability in connection with Parent’s efforts any financing prior to arrange and consummate the Effective Time, (ii) any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such requested cooperation does shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless Parent shall, promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its the Company Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and such cooperation. Parent shall indemnify and hold harmless the Company, its Company and the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities losses or expenses damages actually suffered or incurred by any of them directly in connection with the arrangement of the Debt Financing and any information used in connection therewith such financing (other than to the extent related to information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and or their respective Representatives). All non-public or otherwise confidential information regarding the Company obtained by Parent or the Parent Representatives pursuant to this Section 5.13. 6.11 shall be “Information” as defined in and delivered under the Confidentiality Agreement; provided that the parties acknowledge and agree that a “Representative” for purposes of this Section 6.11 and the Confidentiality Agreement shall mean any director, officer, employee, agent, lender or other debt financing source, any underwriter, initial purchaser or placement agent in respect of debt or equity securities offerings by Parent and Merger Sub shall keep the Company informed on a reasonably current basis or its Subsidiaries, or other representative, including any accountant, attorney, financial advisor or consultant, as well as Representatives of any of the status of its efforts to arrange and consummate any Debt Financingforegoing.

Financing Cooperation. Upon (a) From and after the request date of Parentthis Agreement, and until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause each of its Subsidiaries and their respective officers and directors to, and shall instruct and use reasonable best efforts to cause its and their Representatives (including their auditors and reserve engineers) to, use its commercially respective reasonable best efforts to provide reasonable all customary cooperation in connection with Parent’s efforts to arrange (including providing financial and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of other information regarding the Company and its Subsidiaries. Such commercially reasonable efforts shall include, including (x) proved reserve reports with respect to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary Oil and reasonable basis and upon reasonable notice, appropriate personnel Gas Properties of the Company and its Subsidiaries, (by) provide, as promptly as reasonably practicable, information relating with respect to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion property descriptions of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections Oil and prospects Gas Properties of the Company and its Subsidiaries customary necessary to execute and record mortgages and (z) information relating to applicable “know your customer” and anti-money laundering rules and regulations, for financings similar use in marketing, rating agency and offering documents, and to the Debt Financingenable Parent to prepare pro forma financial statements) to the extent as reasonably requested by Parent and/or the Financing Sources to assist Parent in preparation (i) the arrangement of customary offering any bank debt financing (including through amendments to existing bank debt financings) or information documents any capital markets debt or equity financing and (ii) any tender offer or consent solicitation in respect of outstanding senior notes of Parent. (b) The Company shall, and shall cause each of its Subsidiaries and their respective officers and directors to, after (and not prior to) the receipt of a written request from Parent to be used for do so, use reasonable best efforts to deliver all notices and take all other actions to facilitate the completion termination at the Closing of all commitments in respect of each of any credit agreement of the Debt FinancingCompany, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination repayment in full on the Closing Date of all obligations in respect of the Existing Credit Facilities and releasing Liens and indebtedness thereunder, the pledges release on the Closing Date of collateral any Encumbrances securing such Existing Credit Facilitiesindebtedness and guarantees in connection therewith, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time)and, (d) cooperate with respect to matters relating any letters of credit, hedging transactions or bank products arrangements outstanding thereunder, the cash collateralization thereof or the making of any alternate arrangements with respect thereto that are reasonably requested by Parent. The Company shall, and shall cause each of its Subsidiaries and their respective officers and directors to, after (and not prior to) the receipt of a written request from Parent to pledges do so, use reasonable best efforts to (i) issue one or more notices of collateral optional redemption (and any updates thereto), which notices may be subject to take one or more conditions specified by Parent, for some or all of the outstanding aggregate principal amount of Company Notes pursuant to the Company Notes Indenture to effect at a redemption of the Effective Time Company Notes on or after the Closing Date, and (ii) provide any other reasonable cooperation requested by Parent to facilitate the redemption of some or all of the Company Notes (and, if elected by Parent, the satisfaction and discharge of the Company Notes and the Company Notes Indenture substantially concurrently with the Closing) and the release of all guarantees in connection with such financingtherewith, effective as of and conditioned upon the occurrence of the Closing Date (e) assist Parent in obtaining customary including delivering any legal opinions opinions, notices, requests, order or certificates required to be delivered in connection with the such financing discharge). The redemption (or, if applicable, satisfaction and (fdischarge) assist Parent in obtaining customary comfort letters and consents of the independent accountants Company Notes and Company Notes Indenture pursuant to this Section 6.18(b) and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge.” Parent shall deposit, or cause to be deposited, funds with the trustee for the Company Notes sufficient to fund any Discharge requested by Parent no later than the redemption time specified in the applicable redemption notice in accordance with the applicable Company Notes Indenture to the extent such redemption occurs on the Closing Date. (c) Notwithstanding anything to the contrary in this Section 6.18, no action shall be required of the Company or its Subsidiaries pursuant to Section 6.18(a)-(b) , if any such action shall: (i) unreasonably disrupt or interfere with the business or ongoing operations of Company and its Subsidiaries; (ii) cause any representation or warranty or covenant contained in this Agreement to be breached (unless waived by Parent); (iii) involve the entry by the Company or any Subsidiary into any agreement with respect to any financing arrangement that is operative prior to the Closing (it being understood and agreed that such agreements may be effective and binding against the Company and its SubsidiariesSubsidiaries after the Closing); (iv) require Company or any of its Subsidiaries or any of its or their Representatives to provide (or to have provided on its behalf) any certificates or legal opinions, including with respect other than certificates or legal opinions delivered at (or effective as of) the Closing Date, customary representation, authorization and comfort letters, any officer’s certificate required to the auditor consents be delivered in connection with any filings with the SEC. Anything in Parent financing permitted by this Section 5.13 Agreement and any officer’s certificate or legal opinion pursuant to the contrary notwithstanding, until the Effective Time occurs, neither Company Notes Indenture in connection with any Discharge pursuant to Section 6.18(b); (v) require the Company nor or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required Subsidiary to pay any commitment or other similar fee, (ii) enter into reimburse any definitive agreement expenses or have otherwise incur any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related liabilities prior to the Debt Financing, Closing Date for which it has not received prior reimbursement; (iiivi) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by require the Company or any of its Subsidiaries or their respective Representatives to prepare pro forma financial information or projections, which shall be the responsibility of Parent; provided, however, the Company will use its reasonable best efforts to assist with such preparation if requested by Parent; or (vii) cause any director, officer, or employee of Company or any of its Subsidiaries to execute any agreement or certificate in his or her individual, rather than official, capacity. (d) Promptly upon the Company’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Company and its Subsidiaries in connection with their respective obligations assisting in any financing arrangement pursuant to, and in accordance with, to this Section 5.136.18 shall be paid or reimbursed by Parent, and and, in the event the Closing shall not occur, Parent shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses losses actually suffered or incurred by any of them in connection with the arrangement or consummation of such financing arrangement, except to the extent such losses arise out of or results from the fraud, intentional misrepresentation, intentional breach, bad faith or willful misconduct of the Debt Financing and Company, its Subsidiaries or any information used in connection therewith (other than of its or their Representatives related to this Section 6.18, or from the information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives for use in connection with any financing arrangement pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing6.18.

Financing Cooperation. Upon (a) From the request date hereof until the earlier of Parentthe Closing or the earlier termination of this Agreement in accordance with Article VII, the Company shall use its commercially reasonable efforts to provide reasonable to Parent, and to cause its Representatives to provide or cause to be provided to Parent, on a reasonably timely basis and at Parent’s sole expense, customary cooperation reasonably requested by Parent in connection with the arrangement and consummation of Parent’s efforts to arrange and consummate any amendment toDebt Financing (provided that, or replacement or supplement ofin all cases, Parent’s credit facilities (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts , is customary for a senior secured credit facility financing and does not delay or postpone the Closing), including (i) providing to Parent and its Representatives pertinent financial and other information regarding the Company as shall include, be reasonably available to the extent Company and reasonably be requested by Parent, including providing (x) historical financial information regarding the Company reasonably requested by Parent and reasonably available to Company in order for Parent to prepare the pro forma financial information required in Parent’s debt commitment letter (if any) related to Parent’s Debt Financing, provided, that in no event shall the Company or its Representatives be required to provide pro forma financial statements or projections (provided that the Company agrees to use commercially reasonable efforts to: to cooperate with Parent in its preparation of such materials), (ay) make available information related to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (z) customary information necessary to assist Parent in completing customary disclosure schedules required by Parent’s Debt Financing; (ii) participating (and using commercially reasonable efforts to cause representatives of senior management to participate) in a reasonable and limited number of requested meetings (including customary one-on-one meetings that are requested in advance with the parties acting as lead arrangers or agents for, and prospective lenderslenders and purchasers of, on a Parent’s Debt Financing and representatives of the Company’s senior management), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with Parent’s Debt Financing, and otherwise cooperating with the marketing efforts for any of Parent’s Debt Financing (including assisting with the timely preparation by Parent of materials for offering documents, bank information memoranda and similar documents); (iii) cooperating with Parent to obtain customary and reasonable basis corporate and upon reasonable noticefacilities ratings; (iv) providing executed customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Debt Financing Sources that the public side versions of such documents, appropriate personnel of if any, do not include material non-public information about the Company or its Subsidiaries or securities and its Subsidiariesexecute ratings agency engagement letters as required in connection with Parent’s Debt Financing (provided that the Company shall not be required to pay any cost or expenses relating to rating agency engagement letters); (v) execution and delivery of customary definitive financing documentation for Parent’s Debt Financing, (b) provideincluding pledge and security documents, as promptly as guarantees, a customary closing certificate with respect to solvency matters, providing reasonable and customary information reasonably practicable, information relating available to the Company and its Subsidiaries required in connection with the pledging and identification of bank accounts, insurance and intellectual property to any financing institutions contemplated the extent required to arrange and/or provide all or any portion of the close Parent’s Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects delivering stock certificates for certificated securities of the Company and its Subsidiaries customary for financings (with transfer powers executed in blank); (vi) taking all corporate or similar administrative or organizational actions reasonably necessary to permit the consummation of Parent’s Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date and causing the direct borrowing or incurrence of all of the Existing Credit Facilities and releasing Liens and proceeds of Parent’s Debt Financing by the pledges Surviving Corporation or any of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay its Subsidiaries concurrently with or discharge any such indebtedness prior to immediately following the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing ; and (fvii) assist Parent in obtaining a customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including payoff letter with respect to the auditor consents in connection with any filings with Company Existing Credit Facility and, subject to repayment of such Indebtedness on the SEC. Anything Closing Date, collateral releases. (b) Notwithstanding the provisions of this Section 5.12, nothing in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither Agreement will require the Company nor or any of its Subsidiaries, nor any of their respective officers Subsidiaries or directors, as the case may be, shall Representatives to (i) be required waive or amend any terms of this Agreement or agree to pay any commitment or other similar feefees or bear or reimburse any fees, costs or expenses (including legal and accounting) or make any payment to obtain consent or to incur any liability, in each case for which it has not received or otherwise become entitled to reimbursement or is not otherwise indemnified by or on behalf of Parent, in each case in connection with Parent’s Debt Financing, (ii) enter into any definitive agreement execute or have any liability or any obligation under deliver any certificate, document, instrument, credit agreement or any related document or any other agreement that is not contingent upon Closing or document related that would be effective prior to the Closing Date (other than customary authorization letters and ratings agency engagement letters in respect of Parent’s Debt Financing), (iii) unless promptly reimbursed by Parentgive any indemnities the effectiveness of which is not conditioned on the occurrence of the Closing, (iv) take any action that will conflict with or violate its organizational documents or any applicable Law, cause any covenant, representation or warranty in this Agreement to be required breached, or cause any closing condition in this Agreement to incur any other expenses fail to be satisfied, (v) provide assistance or cooperate with Parent in connection with the Parent’s Debt Financing to the extent it would interfere unreasonably with the business or (iv) be required to take any action in his/her capacity as a director operations of the Company or any of its Subsidiaries or result in any Encumbrance being placed on any of its assets prior to the Closing, (vi) require the Company, its Subsidiaries or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to Parent’s Debt Financing (other than customary authorization letters and ratings agency engagement letters) that is not contingent upon the Closing or that would be effective prior to the Closing and the directors and managers of the Company and its Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which Parent’s Debt FinancingFinancing is obtained (other than customary authorization letters and ratings agency engagement letters, in each case, which are effective prior to the Closing, (vii) provide any legal opinion or other opinion of counsel, or any information that would, in its good faith opinion, result in a violation of applicable law or loss of attorney-client privilege, (viii) delay or postpone the Closing to accommodate any marketing period for Parent’s Debt Financing or (ix) issue any offering or information document for a bond offering. In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to the Company on the date hereof or is not otherwise prepared in the ordinary course of business of the Company at the time requested by Parent shall promptlyor for the failure to obtain review of any financial or other information by its accountants that is not reviewed in the ordinary course of business of the Company at the time requested by Parent. (c) Parent shall, promptly (and in any event within three (3) Business Days) upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company or any of its Subsidiaries or in connection with the cooperation of the Company, its Subsidiaries and their respective Representatives in connection with their respective obligations pursuant tothe arrangement of Parent’s Debt Financing (including attorneys’ and accountants’ fees, costs and in accordance with, this Section 5.13, and other out-of-pocket expenses). Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damagesliabilities, losses, damages, Taxes, claims, costs, liabilities expenses, interest, awards, judgments, penalties and reasonable and documented costs and expenses (including attorneys’ and auditors’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or expenses defending the foregoing) suffered or incurred by any of them in connection with the arrangement and consummation of Parent’s Debt Financing and the performance of their respective obligations under this Section 5.12 and any information utilized in connection therewith or any actions taken and documents delivered pursuant to this Section 5.12. Parent shall ensure that any information provided to the Parent or the Debt Financing Sources under this Agreement, including in connection with Parent’s Debt Financing, shall be subject to the Confidentiality Agreement, and shall indemnify and hold harmless the Company for any losses or liabilities arising from a breach thereof in connection with Parent’s Debt Financing. This Section 5.12(c) shall survive the consummation of the Closing and any information used in connection therewith (other than information provided by the Company or any termination of its Subsidiaries) this Agreement, and all other actions taken by is intended to benefit, and may be enforced by, the Company, its Subsidiaries and their respective Representatives pursuant to and their respective heirs, executors, estates, personal representatives, successors and assigns who are each third party beneficiaries of this Section 5.13. 5.12(c), and shall be binding on all successors and assigns of Parent. (d) Notwithstanding anything to the contrary in this Agreement, the conditions set forth in Section 6.2(b), as it applies to the Company’s obligations under this Section 5.12, shall be deemed to be satisfied unless the Company has knowingly and willfully materially breached its obligations under this Section 5.12. (e) The Company hereby consents to the use of its logos in connection with Parent’s Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or any of its respective products, services or intellectual property rights. (f) Parent and Merger Sub shall (i) keep the Company reasonably informed on a reasonably current basis of the status material developments in respect of its efforts to document and arrange any debt financing and consummate (ii) promptly (and in any Debt Financingevent within two (2) Business Day) upon the reasonable request of the Company, provide the Company with copies of any debt commitment letters and fee letters (subject to customary redaction for commercially sensitive economic terms) entered into by Parent or Merger Sub and any other material definitive debt financing agreements.

Financing Cooperation. Upon Prior to and until the request of ParentClosing, the Company shall use reasonable best efforts to, and shall cause its commercially reasonable efforts Subsidiaries, Affiliates, respective officers and directors, employees and agents to, at Parent’s sole cost and expense, provide such customary cooperation that is reasonably requested by Parent or Merger Sub to provide reasonable cooperation assist Parent and Merger Sub in connection with causing the conditions to the Financing to be satisfied or as is otherwise reasonably requested by Parent or Merger Sub in connection with Parent’s efforts to arrange obtain the Financing and consummate any amendment is customarily required for debt financings similar to the Financing, which cooperation may include: (i) furnishing, or causing to be furnished to, Parent, Merger Sub and/or its Debt Financing Sources the Required Information (it being understood that the Company shall have no responsibility for preparing any pro forma financial statements) and all other customary pertinent financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, (ii) causing members of senior management of the Company to participate in a reasonable number of lender meetings, lender presentations, due diligence sessions (including accounting due diligence sessions), road shows, drafting sessions and rating agency meetings, in each case, upon reasonable advance notice, at mutually agreed locations and times (including by electronic means), (iii) providing reasonable assistance to Parent in its preparation of customary rating agency presentations, lender and investor presentations, offering memoranda, customary bank information memoranda and similar documents reasonably required in connection with the Debt Financing (including by reasonably assisting in the preparation of such materials that do not include material non-public information), in each case, solely with respect to information relating to the Company (to the extent related to its business) and its Subsidiaries, (iv) delivering information and documentation related to the Company and its Subsidiaries that is required by the Debt Commitment Letter (or replacement any successor provision thereof) and reasonably requested by Parent or the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the USA PATRIOT Act, which information shall be provided no later than two (2) Business Days prior to the Closing Date, (v) cooperating with the Financing Sources’ due diligence, to the extent reasonably requested in connection with the Financing, (vi) to the extent required by the Financing Sources, executing and delivering customary authorization letters to the Financing Sources, to the extent such customary authorization letters (or the bank information memoranda in which such letters are included) include language that exculpates the Company, each of its Subsidiaries and their respective Representatives and Affiliates from any liability in connection with the unauthorized use by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith, (vii) providing reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto (including indentures, loan agreements, guarantees, collateral agreements, hedging arrangements, payoff letters and release agreements, customary officer’s certificates and corporate resolutions or other corporate actions, as applicable) as may reasonably be requested by Parent or Merger Sub and subject to the occurrence of the Closing, (viii) provide reasonable and customary assistance with facilitating the pledging of collateral (including possessory collateral) in connection with the Debt Financing, including executing and delivering any customary pledge and security documents or other customary definitive security documents, (ix) taking all reasonable actions necessary to permit the Debt Financing Sources 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 as of the Closing, and (x) using reasonable best efforts to supplement the Required Information on a reasonably current basis to the extent that any Required Information, to the Knowledge of the Company, when taken as a whole and in light of the circumstances under which such statements were made, contains any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading; provided, that the requested cooperation shall not (A) require the Company or any of its Subsidiaries or their respective Representatives to (i) execute, deliver, enter into, approve or perform any agreement, commitment, certificate, document or instrument (excluding any customary authorization letters described in clause (vi) above), or modification of any agreement, commitment, document or instrument, in each case, that would be effective prior to the Effective Time, (ii) deliver or cause the delivery of any legal opinions, (iii) deliver or cause the delivery of any reliance letters or any certificate as to solvency or any other certificate in connection with the Debt Financing, in each case that would be effective prior to the Effective Time, (iv) adopt any resolutions, execute any consents or otherwise take any corporate or similar action or deliver any certificate, in connection with the Debt Financing or the incurrence of indebtedness thereby, in each case, that would be effective prior to the Effective Time, (v) pay any commitment or other similar fee, incur or reimburse any costs or expenses or incur any other liability or obligation of any kind or give any indemnities in connection with the Debt Financing, including under any certificate, agreement, arrangement, document or instrument related thereto, in each case, that would be effective prior to the Effective Time or (vi) prepare stand-alone financial statements for any Subsidiaries of the Company or prepare financial statements which the Company has not historically prepared, (B) require the Company or any of its Subsidiaries to take any action that will conflict with or violate its organizational documents or any Laws or result in a material breach of, Parentor default under, any Company Material Contract (other than any Company Material Contract being entered in contemplation hereof) or otherwise breach any of the Company’s credit facilities representations, warranties, covenants or agreements under this Agreement, (“Debt Financing”); provided that such cooperation does not C) require the Company or any of its Subsidiaries to enter into or approve any binding commitment prior to the Effective Time, or (D) unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts In the event this Agreement is terminated pursuant to Section 7.1, Parent shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: promptly (aand in any event within three (3) make available to prospective lenders, on a customary Business Days of delivery of documentation evidencing such cost and reasonable basis and upon reasonable notice, appropriate personnel of expenses) reimburse the Company for any out-of-pocket reasonable and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company documented expenses and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) costs (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections reasonable outside attorneys’ fees and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financingdisbursements) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses incurred in connection with the Debt Financing Company’s or its Affiliates’ or Representatives’ obligations under Section 5.10 or this Section 5.11 and shall indemnify and hold harmless the Company, its Affiliates and their respective representatives from and against any and all losses, damages, claims, costs (ivincluding cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) be required to take suffered or incurred by any action in his/her capacity of them as a director result of, or in connection with, (1) such cooperation or any other actions taken by any of them at the request of Parent or Merger Sub pursuant to this Section 5.11, (2) the Financing, and (3) any information used in connection with the Financing (except with respect to written information provided by the Company or any of its Subsidiaries with respect Affiliates specifically for inclusion in offering materials relating to the Debt Financing. Parent shall promptly), upon request by except, to the extent such losses, damages, claims, costs (including cost of investigation), settlement payments, injuries, liabilities, judgements, awards, penalties, fines or expenses (including reasonable outside attorneys’ fees and disbursements) arose from the fraud, bad faith, or willful misconduct of the Company, reimburse its Subsidiaries, or any of their respective Affiliates or representatives. The reimbursement and indemnification obligations of Parent set forth in this Section 5.11 are referred to, collectively, as the “Reimbursement Obligations”, which shall in no event exceed the Cap. Any offering materials, presentations, bank information memoranda and other documents prepared by or on behalf of or utilized by Xxxxxx, Merger Sub or their Affiliates, or Parent’s or Merger Sub’s Debt Financing Sources Related Parties, in connection with Parent’s financing activities in connection with the transactions contemplated hereby, which include any information provided by the Company for all reasonable and documented out or any of pocket costs (its Affiliates or Representatives, including reasonable attorneys’ fees) incurred by any offering memorandum, banker’s book, prospectus or similar document used, or any other written offering materials used, in connection with any Debt Financing, shall include a conspicuous disclaimer to the effect that none of the Company or any of its Subsidiaries or their respective Affiliates or any of their or their Affiliates’ respective Representatives nor any employees thereof have any responsibility for the content of such document and disclaim all responsibility therefor (other than, in connection with their respective obligations pursuant toall cases, and in accordance withthose responsibilities arising from, this Section 5.13directly or indirectly, and shall indemnify and hold harmless the fraud, bad faith, or willful misconduct of the Company, its Subsidiaries, or any of their respective Affiliates or Representatives) and shall further include a disclaimer with respect to the Company and its Subsidiaries and their respective Affiliates and their and their Affiliates’ respective Representatives from and against in any and all damagesoral disclosure with respect to such financing, lossesin each case, costs, liabilities or expenses suffered or incurred by including any of them liability in connection with the arrangement unauthorized use by the recipients thereof of the information set forth in such document or oral disclosure. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in the ordinary course as is customary for such purpose and in a manner that is not intended, or reasonably likely, to harm, disparage or otherwise adversely affect the Company, any of its Subsidiaries or their reputation or goodwill. Notwithstanding anything herein to the contrary, (i) the condition set forth in Section 6.2(b), as it applies in respect of the Company’s obligations under this Section 5.11, shall be deemed satisfied unless the Company has knowingly and willfully breached its obligations under this Section 5.11 and which such breach directly resulted in Parent not being able to obtain the Debt Financing and any information used (ii) in connection therewith (other than information provided by no event shall the Company or be deemed to have breached its obligations hereunder in the event Parent does not prepare any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financingpro forma financial information.

Financing Cooperation. Upon the request of Parent(a) EchoStar shall, the Company and shall cause its Subsidiaries to, use its commercially reasonable best efforts to provide reasonable cooperation such assistance as reasonably requested by DISH in connection with Parent’s efforts to arrange and consummate any amendment tofinancing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or replacement prepayments of existing financing arrangements) as DISH may reasonably determine necessary or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere advisable in connection with the ongoing operations completion of the Company and its SubsidiariesMerger or the other transactions contemplated by this Agreement. Such commercially reasonable efforts assistance shall include, to but not be limited to, the extent reasonably requested by Parent, commercially reasonable efforts tofollowing: (a) make providing such information and making available such personnel as DISH may reasonably request, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to prospective lendersbe included in connection therewith (including all audited financial statements, on a customary all unaudited financial statements (which shall have been reviewed by the independent accounting firm for EchoStar as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722)) and reasonable basis all information regarding EchoStar and upon reasonable noticeits Subsidiaries reasonably required for DISH to prepare pro forma financial statements, appropriate personnel financial data, audit reports and other information regarding EchoStar and its Subsidiaries of the Company type required by and its Subsidiaries, in compliance with Regulation S-X and Regulation S-K promulgated under the Securities Act and related forms; (b) provideparticipation in, as promptly as reasonably practicableand assistance with, information relating any marketing activities related to the Company such financing; (c) participation by senior management of EchoStar in, and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in their assistance with, the preparation of a customary information package regarding the business, operations, financial condition, projections rating agency presentations and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financingmeetings with rating agencies; (d) to the extent taking such actions as are reasonably requested by Parent and/or DISH or its financing sources to facilitate the Financing Sources satisfaction of all conditions precedent to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters such financing; and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent assisting in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and any exchange transactions or consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with EchoStar Indentures. Notwithstanding the SEC. Anything in foregoing, EchoStar and its Subsidiaries shall not be required pursuant to this Section 5.13 4.19 to (1) enter into any letter, certificate, document, agreement or instrument (other than customary authorization and representation letters and notices) that will be effective prior to the contrary notwithstandingClosing (or that will otherwise be effective if the Closing does not occur), until (2) take any action to the Effective Time occursextent it would unreasonably disrupt the business or operations of EchoStar and the EchoStar Subsidiaries (taken as a whole) or require any of them to take any actions that would reasonably be expected to violate any applicable Legal Requirement, neither any Contract or their respective Organizational Documents, (3) provide any information to the Company nor extent such information would not be required to be provided pursuant to Section 4.8(a), (4) take any actions, or omit to take an action, that would reasonably be expected to result in any personal liability for the directors, officers, employees or stockholders of EchoStar or any of its Subsidiaries, nor (5) provide any of their respective officers information that cannot be provided without unreasonable burden or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing expense or (iv6) be required take any action, or omit to take an action, that would reasonably be expected to cause any action representation, warranty or covenant in his/her capacity as a director of the Company this Agreement to be breached by EchoStar or any of its Subsidiaries (unless waived by DISH) or cause any closing condition set forth in Article V to fail to be satisfied. EchoStar hereby consents to DISH’s use of and reliance on any audited or unaudited financial statements relating to EchoStar and the consolidated EchoStar Subsidiaries, including any filings that DISH desires to make with respect the SEC. In addition, EchoStar will use reasonable best efforts, at DISH’s sole cost and expense, to obtain the consents of any auditor to the Debt Financing. Parent inclusion of the financial statements referenced above in appropriate filings with the SEC. (b) DISH shall promptly, upon request by the Company, promptly reimburse the Company EchoStar for all any reasonable and documented out costs and expenses (including legal expenses but excluding costs of pocket costs EchoStar’s preparation of financial information and financial statements in connection with its compliance with its periodic reporting obligations under the Exchange Act or otherwise in the ordinary course of business) incurred by EchoStar or any of its Subsidiaries (including reasonable attorneys’ and accountants’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and any action taken (or not taken) in accordance with, this compliance with Section 5.13, and 4.19(a). DISH shall indemnify and hold harmless the CompanyEchoStar, its Subsidiaries and their respective Representatives from and against any and all losses, damages, lossesfines, costsamounts paid in settlement, liabilities costs or expenses suffered arising out of or incurred by relating to any of them action taken (or not taken) in connection compliance with the arrangement of the Debt Financing and any information used in connection therewith Section 4.19(a) (other than information provided by to the Company extent any of the foregoing are incurred as a result of gross negligence, bad faith or willful misconduct of EchoStar, any of its Subsidiaries or any of its Subsidiariestheir respective Representatives). (c) All confidential information regarding EchoStar and all other actions taken by the Company, its Subsidiaries provided by EchoStar and their respective Representatives its Subsidiaries pursuant to this Section 5.13. Parent and Merger Sub 4.19 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis terms of the status of its efforts to arrange and consummate any Debt FinancingConfidentiality Agreement.

Financing Cooperation. Upon the request of Parent, the The Company shall use its commercially reasonable best efforts to provide reasonable cooperation assist and cooperate with Parent upon Parent’s request in connection with ParentXxxxxx’s efforts payoff, termination and discharge of the Company’s outstanding Indebtedness identified by Parent in writing and delivered to arrange the Company at least fifteen (15) days prior to the date on which the Company would be required to deliver a notice of redemption or prepayment to the trustee, agent or similar Person, as applicable, under the applicable Company Existing Debt Agreement, including by (a) executing and consummate any amendment todelivering prepayment notices (or obtaining a waiver of the requirement to deliver such prepayment notice) in accordance with and as required by the documentation governing such Indebtedness that Parent will seek to repay at the Closing, and (b) delivering (or replacement causing to be delivered) to Parent (preceded by drafts of the same at least three Business Days prior to the Closing) executed payoff letters (or supplement ofsimilar documents) in customary form reasonably acceptable to Parent in respect of such Indebtedness, Parent’s credit facilities (“Debt Financing”); provided that which shall provide for the aggregate amount required to be paid for the satisfaction of such cooperation does not unreasonably interfere with Indebtedness and, upon receipt of the ongoing operations amount specified and to the extent applicable, release and termination of all Encumbrances and guarantees in connection therewith and authorization of the Company or its designee to file such customary collateral releases to be effected at the Closing, including financing termination statements and its Subsidiaries. Such commercially reasonable efforts shall include, other customary instruments and filing documents necessary to reflect the release of such Encumbrances and (c) providing such other customary cooperation relating to the extent foregoing that Parent may reasonably requested request. Parent acknowledges and agrees that Parent’s obligation (or those of any of its Affiliates (including Merger Sub)) to consummate the Transactions are not in any way contingent upon or otherwise subject to, and there is no condition to the Closing requiring, (A) the consummation of any payoff, termination or discharge (in whole or in part) of any of the Company’s outstanding Indebtedness or (B) the obtaining (whether by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect their respective Affiliates (including, in the case of Parent, Merger Sub)) of any consents, amendments or waivers from the requisite lenders, noteholders, agents, trustees or similar Persons, as applicable, under the applicable Company Existing Debt Agreement that are required thereunder in order to permit the Debt Financing. Parent shall promptlyconsummation of the Transactions or to effectuate any payoff, upon request by termination or discharge (in whole or in part) of any of the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing’s outstanding Indebtedness.

Financing Cooperation. Upon (a) Subject to Section 7.14(b), (c) and (d), prior to the request of ParentClosing Date, the Company shall use its commercially reasonable best efforts to provide provide, and shall use reasonable best efforts to cause its Subsidiaries and its and its Subsidiaries Representatives to provide, at Parent’s sole cost and expense, to Parent such cooperation as may reasonably be requested by Parent in connection with Parent’s efforts the Debt Financing including, without limitation, (i) participation, upon reasonable advance notice, by senior management in a reasonable number of meetings, presentations, sessions with rating agencies, drafting sessions and due diligence sessions at times and in locations reasonably acceptable to arrange the Company, (ii) furnishing Parent and consummate any amendment toits Representatives with all Financing Information and, or replacement or supplement ofto the extent reasonably available to the Company, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does other financial and other material information not unreasonably interfere with the ongoing operations of otherwise available to Parent relating to the Company and its Subsidiaries. Such , including any such customary information contemplated by the Debt Commitment Letter to be delivered after the date of this Agreement, as is necessary or customary and as may be reasonably requested in connection with the Debt Financing, in each case, as and when it becomes available (in the case of the Financing Information, at the times required by the Debt Commitment Letter), (iii) reasonably assisting Parent and its Financing Sources (to the extent relating to the Company and its Subsidiaries) in the preparation of customary rating agency presentations, syndication documents and materials, information memoranda, lender presentations and similar marketing documents to be used, in connection with the Debt Financing, including providing customary authorization letters related thereto, (iv) assisting in the preparation of definitive financing documents, as may be reasonably requested by Parent, (v) facilitating the pledging of collateral for the Debt Financing, (vi) using commercially reasonable efforts shall includeto obtain such material consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Debt Financing and collateral arrangements, including, without limitation, customary payoff letters, releases of liens, instruments of termination or discharge, legal opinions, surveys and title insurance, (vii) using commercially reasonable efforts to ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (viii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent, (ix) to the extent reasonably requested by Parent, subject to customary confidentiality agreements, cooperate with reasonable due diligence requests from the Financing Sources, including as promptly as practicable after reasonable request thereof, furnishing the Financing Sources with reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries required by bank regulatory A. Patriot Act of 2011, (x) obtaining a customary repayment notice, payoff letter and other customary payoff and release documentation and authorizations on or prior to the Closing Date of all obligations under the Company Credit Agreement; and (xi) using commercially reasonable efforts to: (a) make available to prospective lenders, on a customary cooperate with Parent to satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Parent and reasonable basis and upon reasonable notice, appropriate personnel within the control of the Company and its Subsidiaries, (b) provideand using commercially reasonable efforts to take all corporate actions, as promptly as subject to the occurrence of the Closing, reasonably practicablerequested by Parent to permit the consummation of the Debt Financing; provided, information relating to however, that, no obligation of the Company under any agreement, certificate, document or instrument shall be effective until the Closing. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Company and its Subsidiaries that are made available to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of Parent by the Company after the date of this Agreement and its Subsidiaries customary for financings similar prior to the Debt Financing) Closing are prepared in good faith and, prior to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation earlier of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date and the termination of this Agreement, the Company will use its reasonable best efforts to provide to Parent and its Financing Sources such information as may be necessary so that the Financing Information provided by the Company (other than projections, budgets, estimates and other forward-looking information or information of a general economic or general industry nature) is, when taken as a whole, complete and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing circumstances under which such Existing Credit Facilitiesstatements are made, in each case to take effect at the Effective Time (it being understood that the not materially misleading. The Company shall have no obligation to pay or discharge any such indebtedness prior consents to the Effective Time), (d) cooperate with respect to matters relating to pledges use of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents all of the independent accountants of the Company its and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses ’ logos in connection with the Debt Financing Financing; provided that such logos are used solely in a manner that is not intended to, and is not reasonably likely to harm or (iv) be required to take any action in his/her capacity as a director of disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company, its Subsidiaries and its or their respective marks, products, services, offerings or intellectual property rights. Nothing contained in this Section 7.14 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Notwithstanding anything to the contrary in this Agreement, the parties agree that the Tender Offer Condition set forth in clause (v)(d) of Annex A, as applied to the Company’s obligations under this Section 7.14(a), shall be deemed satisfied unless the Debt Financing has not been obtained as a direct and primary result of the Company’s Knowing and Intentional Breach of its obligations under Section 7.14(a) as determined in a final, non-appealable judgment of a court of competent jurisdiction. (b) Parent shall promptly, upon request by the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or and their respective Representatives (collectively, the “Financing Indemnitees”) as applicable, in connection with their respective obligations pursuant tothe Debt Financing or the cooperation of the Financing Indemnitees, and in accordance withas applicable, contemplated by this Section 5.13, and 7.14. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives Financing Indemnitees from and against any and all losses, damages, lossesclaims, costs, liabilities or expenses (including attorney’s fees), awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith or providing the assistance contemplated by this Section 7.14, in each case except to the extent any of the foregoing arise from the Financing Indemnitees’ bad faith, fraud, intentional misrepresentation or willful misconduct, as finally determined by a court of competent jurisdiction (other than information provided the obligations of Parent in this sentence, the “Financing Cooperation Indemnity”). The Financing Cooperation Indemnity shall survive the consummation of the Merger and any termination of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, (x) neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (A) unreasonably interfere with the business or operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of its SubsidiariesSubsidiaries or cause the Company or any of its Subsidiaries to become unable to satisfy any Tender Offer Condition, (C) require the Company or any of its Subsidiaries or any of their respective Affiliates to pay (or agree to pay) any fees, or reimburse any expenses prior to the Closing for which it is not promptly reimbursed, or otherwise incur any other obligations or give any indemnities prior to the Closing that are not contingent on the Closing (D) cause any director, officer, employee or stockholder of the Company or any of its Subsidiaries to incur any personal liability, (E) conflict with the organizational documents of the Company or any of its Subsidiaries or any applicable material Laws, (F) result in the contravention or breach of, or default under, any material Contract to which the Company or any of its Subsidiaries is a party, (G) provide access to or disclose information that would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries or that would be prohibited by applicable Law or legal proceeding, or (H) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period or prepare any financial statements or information that are not available to it and all other actions taken by prepared in the ordinary course of its financial reporting practice; (y) none of the Company, any of its Subsidiaries or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Debt Financing; provided that this clause (y) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date (after giving effect to the Closing) by any persons that shall remain or will become officers or directors of the Company or any of its Subsidiaries as of the Effective Time; and (z) any documentation executed by the Company of any of its Subsidiaries shall not become effective until the Effective Time. (d) Parent acknowledges and agrees that, other than reasonable out–of–pocket costs and expense subject to reimbursement pursuant to this Section 7.14, neither the Company nor any of its Subsidiaries and their respective Representatives shall have any responsibility for, or incur any liability to, any Person under, any Debt Financing that Parent may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 7.14. All non–public or otherwise confidential information regarding the Company or any of its Affiliates and Subsidiaries obtained by Parent or its Affiliates or Representatives pursuant to this Section 5.13. Parent and Merger Sub 7.14 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis of Confidentiality Agreement or customary confidential undertakings in connection with the status of its efforts to arrange and consummate any Debt Financing.

Financing Cooperation. Upon (a) The Seller shall, and shall cause the request Company to, provide and use reasonable best efforts to cause its and the Company’s respective Representatives, including their legal and accounting advisors, to provide, at the sole expense of Parent, the Company shall use its commercially reasonable efforts to provide reasonable all cooperation reasonably requested by Parent in connection with Parent’s efforts any working capital (or equivalent) debt facilities to arrange be obtained, arranged or committed to on or prior to the Closing Date that is to be made available to the Company from and consummate after the Closing Date, if any amendment to(any such debt facility, or replacement or supplement of, Parent’s credit facilities (the “Debt Financing”); provided that such cooperation does , including using reasonable best efforts in respect of the following: (i) executing and delivering as of (but not unreasonably interfere with before) the ongoing operations Closing any pledge and security documents, other definitive financing documents, or other certificates, customary legal opinions from local counsel or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company with respect to the solvency of the Company on a consolidated basis (without giving effect to the identity of Parent and its Subsidiaries. Such commercially Buyer)) and otherwise facilitating the pledging of collateral, if any; (ii) assisting Parent to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts relating to the Company; (iii) taking all reasonable efforts shall includeactions necessary to (A) permit the Debt Financing sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used necessary in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to connection with the Debt Financing; and (iv) providing all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Parent and/or or the Debt Financing Sources to assist in preparation of customary offering or information documents to be used for the completion sources; provided, that, (i) none of the Seller or Company nor any of their respective Representatives shall be required to (A) pay any commitment or other similar fee or make any other payment in connection with the Debt FinancingFinancing prior to the Closing that is not simultaneously reimbursed by Parent or (B) take any action that will conflict with or violate the Company’s organizational documents, (cii) assist nothing herein shall require such cooperation to the extent it would, in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date good faith determination of the Existing Credit Facilities and releasing Liens and Company, interfere unreasonably with the pledges business or operations of collateral securing such Existing Credit Facilitiesthe Company, in each case to take effect at the Effective Time (it being understood that iii) the Company shall have no obligation not be required to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral commit to take effect at the Effective Time any action in connection with such financing, the Debt Financing that is not contingent upon the Closing (eincluding the entry into any agreement) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (fiv) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiariesofficers, nor any of their respective officers directors or directors, as the case may be, managing members shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action or provide any approval in his/her capacity as a director respect of the Company Debt Financing prior to the Closing (other than those actions contemplated to be taken prior to the Closing pursuant to this Section 4.11). Nothing contained in this Section 4.11 or any of its Subsidiaries otherwise shall require the Company, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall promptlyshall, promptly upon request by the Company, reimburse the Company Seller for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Seller or the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, the cooperation contemplated by this Section 5.13, 4.11 and shall indemnify and hold harmless the Company, its Subsidiaries Seller and the Company and their respective Representatives from and against any and all losses, liabilities, damages, lossesclaims, costs, liabilities or expenses (including reasonable attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, any action taken by them at the request of Parent pursuant to this Section 4.11 and any information used utilized in connection therewith (other than information provided in writing by the Seller or the Company in connection with the Debt Financing), in each case, except to the extent suffered or incurred as a result of the bad faith, gross negligence or willful misconduct by the Seller or Company or any their respective Representatives. (b) The Seller hereby consents to the reasonable use of its Subsidiaries) and all other actions taken by the Company’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that does not violate any contractual obligation of the Company and is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company. (c) Parent may reasonably request the cooperation of the Seller and the Company under this Section 4.11 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing to effect the Debt Financing. (d) Parent acknowledges and agrees that the obtaining of any Debt Financing is not a condition to Closing and reaffirms its Subsidiaries obligation to consummate the transactions contemplated by this Agreement irrespective and their respective independently of the availability of any Debt Financing, subject to the satisfaction or waiver of the conditions set forth in Article V. (e) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 5.13. Parent and Merger Sub 4.11 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingConfidentiality Agreement.

Financing Cooperation. Upon (a) Subject to Section 7.13(b) and (c), prior to the request of ParentClosing, the Company shall use its commercially reasonable best efforts to provide provide, and shall use its reasonable best efforts to cause its Subsidiaries and their officers, employees, consultants and advisors, including legal and accounting advisors to, provide, at Parent’s sole cost and expense, to Parent all cooperation as may be reasonably requested by Parent in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“the Debt Financing”); provided that such cooperation does not unreasonably interfere , including (i) participation by senior management in a reasonable number of meetings, presentations, and due diligence sessions at times and locations mutually agreed and reasonably coordinated in advance thereof, (ii) reasonably assisting with the ongoing operations preparation of materials (to the extent relating to the Company and its Subsidiaries. Such ) for rating agency presentations, information and offering memoranda, lender presentations, and similar marketing documents to be used in connection with the Debt Financing, including customary comfort and authorization letters, and such information and data related to the Company and its Subsidiaries as is reasonably required by Parent for Parent to produce the financial statements and information identified in paragraph 6 of Exhibit C of the Debt Commitment Letter or otherwise required in connection with the Debt Financing, (iii) assisting in the preparation of definitive financing documents, as may be reasonably requested by Parent, (iv) facilitating the pledging of collateral for the Debt Financing, (v) obtaining customary payoff letters, lien terminations and instruments of discharge in respect of the payoff, discharge and termination on the Closing Date of all obligations under the Company Credit Agreement, including releases of liens relating thereto, in each case as reasonably requested by Parent, (vi) using commercially reasonable efforts shall includeto ensure that the syndication efforts for the Debt Financing benefit from the Company’s existing lending and banking relationships, (vii) using commercially reasonable efforts in assisting Parent in its efforts to obtain corporate credit or family ratings of Parent to the extent reasonably requested by Parent, commercially (viii) as promptly as practicable after reasonable efforts to: request therefor, furnishing the Financing Sources with reasonable documents or other information reasonably requested by the Financing Sources relating to the Company and its Subsidiaries required by bank regulatory authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011 and (aix) make available cooperating with Parent to prospective lenders, on a customary satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Parent and reasonable basis and upon reasonable notice, appropriate personnel within the control of the Company and its Subsidiaries, (b) provideand taking all corporate actions, as promptly as subject to the occurrence of the Closing, reasonably practicablerequested by Parent to permit the consummation of the Debt Financing and taking all corporate actions, information relating subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Company and its Subsidiaries that are made available to any financing institutions contemplated Parent after the date of this Agreement are prepared in good faith. The Company consents to arrange and/or provide all or any portion the use of the Debt Financing (the “Financing Sources”) (including information to be used its logos in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to connection with the Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. (b) Notwithstanding anything in this Agreement to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financingcontrary, (cx) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Subsidiaries shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take or permit the taking of any action in his/her capacity as a director to the extent it would (1) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries (2) require the Company or any of its Subsidiaries or any of their respective Affiliates to pay (or agree to pay) any fees, or reimburse any expenses prior to the Closing for which it is not promptly reimbursed, or otherwise incur any other obligations or give any indemnities prior to the Closing that are not contingent on the Closing, (3) cause any representation or warranty or covenant in this Agreement to be breached by the Company or any of its Subsidiaries, (4) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (5) conflict with respect the organizational documents of the Company or any of its Subsidiaries or any Laws, (6) result in the contravention or breach of, or default under, any Material Contract, (7) provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, or (8) prepare separate financial statements for any Subsidiary of the Company or change any fiscal period; or (y) none of the Company, any of its Subsidiaries or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Debt Financing; provided that this clause (y) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date by any persons that shall remain or will become officers or directors of the Company or any of its Subsidiaries as of the Effective Time; and (z) any documentation executed by the Company of any of its Subsidiaries shall not become effective until the Effective Time. Parent shall promptly, (1) promptly upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ attorney’s fees) incurred by the Company or any of its Subsidiaries or and their respective Representatives Representatives, as applicable, in connection with their respective obligations pursuant to, the Debt Financing and in accordance with, providing the assistance contemplated by this Section 5.13, 7.13 and shall (2) indemnify and hold harmless the Company, Company and its Subsidiaries and its and their respective Representatives (collectively, the “Financing Indemnitees”) from and against any and all damagesliabilities, losses, damages, claims, costs, liabilities or expenses (including attorney’s fees), awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (or providing the assistance contemplated by this Section 7.13, in each case other than to the extent any of the foregoing arises from the fraud, intentional misrepresentation or willful misconduct of such Financing Indemnitee, as finally determined by a court of competent jurisdiction (the obligations of Parent in this clause (2), the “Financing Cooperation Indemnity”). The Financing Cooperation Indemnity shall survive the consummation of the Merger and any termination of this Agreement. (c) All non-public or otherwise confidential information provided by regarding the Company or any of its Subsidiaries) Affiliates and all other actions taken Subsidiaries obtained by the Company, Parent or its Subsidiaries and their respective Affiliates or Representatives pursuant to this Section 5.13. Parent and Merger Sub 7.13 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingConfidentiality Agreement.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall use its commercially reasonable best efforts to, and shall cause its Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide reasonable all cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities the arrangement of the Debt Financing that is customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include), to the extent reasonably requested by Parentincluding (i) participation in meetings, commercially reasonable efforts to: (a) make available to prospective lendersdue diligence sessions, on a customary “road shows” and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilitiessessions with rating agencies, in each case to take effect case, at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions times and locations to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar feemutually agreed upon, (ii) enter into any definitive agreement or have any liability or any obligation under any certificateassisting Parent with the preparation of customary materials for rating agency presentations, documentoffering documents, instrumentprivate placement memoranda, credit agreement or any related document or any other agreement or document related to bank information memoranda, prospectuses and similar customary documents required in connection with the Debt Financing, (iii) unless promptly reimbursed by Parentto the extent not otherwise publically available, be required to incur any other expenses in connection with the furnishing Parent and its Debt Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries (the “Required Information”), including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the 1933 Act and of type and form customarily included in a registration statement on Form S-1 (or any applicable successor form) under the 1933 Act, (iv) be required to take obtaining accountants’ comfort letters and legal opinions and (v) executing and delivering any action in his/her capacity as commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a director customary solvency certificate by the chief financial officer of the Company or any (provided that (A) none of its Subsidiaries with respect the letters, agreements, documents and certificates shall be executed and delivered prior to the Debt Financing. Closing Date, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no personal or other liability shall be imposed on the officers, directors, management or employees involved). (b) If this Agreement is terminated pursuant to Article X Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred and documented by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, the cooperation of the Company and in accordance with, its Subsidiaries contemplated by this Section 5.136.06. The Parent shall indemnify, and shall indemnify defend and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, lossesliabilities, costsfees, liabilities expenses, judgments and fines arising in whole or expenses suffered in part out of actions or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (omissions undertaken pursuant to this Section 6.06 other than information provided by arising from fraud. Nothing in this Section 6.06 shall require the Company or any cooperation of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and or their respective Representatives pursuant to the extent it would (i) cause any condition to Closing to fail to be satisfied or otherwise cause a breach of this Section 5.13. Parent and Merger Sub shall keep Agreement (unless waived by the Company informed on or Parent) or (ii) violate organizational documents, law applicable to it, or result in a reasonably current basis of the status material violation or breach under, any of its efforts to arrange and consummate any Debt FinancingMaterial Contracts.

Financing Cooperation. Upon (a) Parent, REIT Merger Sub and Partnership Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to consummate and obtain at or prior to the request Closing the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter or, if Parent determines that such Debt Financing will not be so obtained, Financing from alternative sources in an amount sufficient, together with funds otherwise available to Parent, to fund the REIT Merger Consideration, Partnership Merger Consideration and Share Awards required at the Closing on terms not materially less favorable to Parent than set forth in the Debt Commitment Letter (the “Alternate Financing”), including using reasonable best efforts to (i) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions contained in the Debt Commitment Letter (including, to the extent required, the full exercise of any “flex” provisions contained in the Redacted Fee Letter) or the Alternate Financing (the “Financing Agreements”), (ii) satisfy on a timely basis all conditions applicable to Parent, REIT Merger Sub or Partnership Merger set forth in the Debt Commitment Letter (or any replacement commitment letter for an Alternate Financing) and the Financing Agreements and comply with their obligation thereunder, and (iii) prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing or any Alternate Financing. Parent shall promptly deliver to the Company true and complete copies of any commitment letter (including Redacted Fee Letters) and similar documents relating to any Alternate Financing. (b) Without limiting Section 7.6, subject to and in accordance with applicable Law, the Company shall agrees to, and to cause Company LP and the Company Subsidiaries to, and to use its commercially reasonable efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent and any Financing Sources in connection with any Financing, including: (i) furnishing to Parent and such Financing Sources as promptly as practicable the Required Information and periodically updating the Required Information so that it is complete and correct in all material respects and does not include an untrue statement of a material fact or omit to state a fact necessary to make the statements, in the light of the circumstances under which they were made, not misleading; (ii) using commercially reasonable efforts to provide reasonable cooperation information within its control that is reasonably requested by Parent or any Financing Sources for the preparation of private or public customary confidential information memoranda, private placement memoranda, registration statements, prospectuses and supplements thereto and offering documents otherwise customary for such Financing (collectively, the “Offering Materials”) and roadshows and other customary marketing materials to be used in connection with Parent’s efforts such Financing reasonably deemed necessary by such Financing Sources to arrange and consummate complete a successful syndication or offering of such Financing or otherwise in connection with such Financing, including customary authorization letters that confirm that the public version of any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation bank confidential information memorandum does not unreasonably interfere include any material non-public information with respect to the Company, Company LP and the Company Subsidiaries, and participating (including the participation of Company Representatives) in reasonable due diligence sessions and informational meetings with Parent, any Financing Sources (including potential Financing Sources) and their respective Representatives related to any Financing; (iii) causing the Company’s, Company LP’s and Company Subsidiaries’ (as applicable) independent auditors to reasonably cooperate with respect to any Financing consistent with customary practice, including by providing customary “comfort letters” (including customary “negative assurances” and pro forma financial statement comfort) and customary assistance with the ongoing operations due diligence activities of Parent and any Financing Sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings, and causing the Company’s, Company LP’s and Company Subsidiaries’ legal counsel to provide customary assistance with the due diligence activities of Parent and any Financing Sources; (iv) taking all reasonable actions and providing all information related to the Company and its Subsidiaries. Such commercially reasonable efforts shall includethat is reasonably available to it to assist Parent in the consummation of any Financing, to including the extent preparation of definitive agreements for such Financing, as may be reasonably requested by Parent, commercially reasonable efforts to: ; (av) make available delivering to prospective lenders, on a customary Parent and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, any Financing Sources as promptly as reasonably practicable, practicable all documentation and other information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or and any Financing Sources and required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) reasonably cooperating with Parent and the Financing Sources to assist in preparation facilitate the consummation of customary offering or information documents any Financing to be used for the completion extent within the control of the Debt FinancingCompany, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens Company LP and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including reasonably cooperating with respect Parent, REIT Merger Sub and Partnership Merger Sub to the auditor consents satisfy any conditions precedent to any Financing; and (vii) using commercially reasonable efforts to obtain a rating for any debt securities offered in connection with any filings Financing. Subject to the prior review by, and consent of, the Company (such consent not to be unreasonably withheld or delayed), the Company’s, Company LP’s and the Company Subsidiaries’ logos may be used in connection with any Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the SECCompany, Company LP or the Company Subsidiaries or the reputation or goodwill of the Company, Company LP or the Company Subsidiaries. Anything Notwithstanding anything to the contrary in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i7.17(b) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related provisions of this Agreement, (A) prior to the Debt FinancingClosing, (iii) unless promptly reimbursed by Parentnone of the Company, be required to Company LP or any of the Company Subsidiaries shall have any responsibility for, or incur any other expenses liability to, any Person under or in connection with the Debt transactions contemplated by any Financing, definitive Financing Agreement or any certificate, document or instrument relating to any Financing, (ivB) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any action (i) under or in his/her capacity as a director connection with the transactions contemplated by any agreement, certificate, document or instrument relating to any Financing that is not contingent upon the Closing Date (including the entry into any agreement that is effective before the Closing Date), (ii) that would reasonably be expected to cause any trustee, director, officer or employee of the Company, Company LP or any of the Company Subsidiaries to incur any personal liability relating to any Financing, (iii) that will conflict with or violate its Organizational Documents or any applicable Laws, or (iv) that would cause any condition to the Closing to fail to be satisfied or otherwise cause any material breach of this Agreement, (C) the pre-Closing board of trustees (or similar governing body) of the Company, Company LP and any of the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which any Financing is obtained, (D) none of the Company, Company LP or any of the Company Subsidiaries shall be required to execute any definitive Financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with any Financing Agreements that are effective prior to the Closing, and (E) none of the Company, Company LP or any of the Company Subsidiaries shall be required to take any trust, limited partnership or limited liability company actions that are effective prior to the Closing to permit the consummation of any Financing. None of the Company, Company LP or any of the Company Subsidiaries, or any of their respective Representatives, shall have any liability to Parent or any of its Subsidiaries with Affiliates in respect of any financial statements, other financial information or data or other information provided pursuant to this Section 7.17(b). Notwithstanding anything to the Debt Financing. contrary, the condition set forth in Section 8.2(b), as it applies to the Company’s obligations under this Section 7.17(b) shall be deemed satisfied unless any Financing has not been obtained primarily as a result of the Company’s, Company LP’s or the Company Subsidiaries’ willful and material breach of its obligations under this Section 7.17(b). (c) Parent shall promptlyshall, promptly upon request demand by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company, Company or any of its LP, the Company Subsidiaries or and their respective Representatives in connection with their respective obligations the cooperation required by or requested pursuant to, and in accordance with, to this Section 5.137.17. Parent, REIT Merger Sub and shall Partnership Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, its Company LP, the Company Subsidiaries and their respective Representatives from and against any and all damagesliabilities, losses, damages, claims, costs, liabilities or expenses expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt any Financing and any information used utilized in connection therewith (other than historical information provided by the Company or any of its Subsidiaries) and all other actions taken by related to the Company, Company LP and the Company Subsidiaries) except to the extent finally determined by a court of competent jurisdiction to have arisen from the Company’s, Company LP’s or any Company Subsidiary’s fraud, gross negligence or willful misconduct. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Subsidiaries and their respective Representatives pursuant to this Section 5.13. 7.17 shall be kept confidential in accordance with the Nondisclosure Agreement, and Parent and Merger Sub shall keep be liable for any breach of this provision or the Company informed on a reasonably current basis of the status Nondisclosure Agreement by Parent or any of its efforts Representatives to arrange the same extent as if the breach had been committed directly by Parent. (e) For purposes of clarity, the parties acknowledge and consummate agree that in no event shall the consummation of all or any Debt Financingportion of any Financing constitute a condition to the Closing hereunder (pursuant to Article 8 or otherwise).

Financing Cooperation. Upon (a) If, prior to the request Closing, Parent elects to seek financing in connection with the Merger that does not require any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority, from and after the date that the Company receives written notice from Parent of such election until the earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, the Company, at the sole expense of Parent, the Company shall use its commercially reasonable efforts to provide and cause its Subsidiaries and Representatives to provide, all such reasonable cooperation as Parent may reasonably request in writing in connection with any financing efforts that Parent may undertake in connection with the Merger, including, as applicable, (a) upon reasonable advance written notice, assisting in the preparation for and participating in a reasonable number of meetings at mutually agreeable times and locations, (b) furnishing reasonably available financial and other information regarding the Company reasonably requested by Parent or the relevant financing sources to consummate such financing and customary to be included in marketing materials for such financing, (c) participating in drafting sessions, (d) assisting with the preparation of syndication documents and materials, including a bank confidential information memorandum, lender presentation, rating agency materials and presentations, and other customary marketing materials in connection with such financing, (e) providing information reasonably available as requested for the evaluation of assets included or that may be included in any borrowing base or covered by security interests, (f) assisting in the preparation of schedules to collateral agreements, (g) subject to any contractual agreement in effect, facilitating the providing of guarantees and the pledging of collateral for such financing, including, upon reasonable advance written notice at mutually agreeable times and, if applicable, locations, taking commercially reasonable actions necessary to permit the relevant financing sources to evaluate the Company’s and the Company Subsidiaries’ real property and personal property that would constitute collateral under such financing, solely for the purpose of establishing pledges over such assets to secure the obligations under the definitive documents for such financing, in each case which shall not be required to be delivered or effective until at or promptly following the Effective Time and (h) providing reasonable and customary assistance with the preparation of documents customarily required in connection with such financing (excluding, for the avoidance of doubt, any solvency certificates, which shall be the responsibility of Parent’s efforts ), providing all documentation and other information relating to arrange the Company or any of its Subsidiaries required thereunder and consummate any amendment todocumentation or other information reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; provided, however, that the Company shall not: (x) prior to or as a result of the Merger, take on any debt or liabilities, or replacement provide for the use of its cash or supplement ofassets, Parentwhich would be in excess of the Company’s credit facilities distributable profits (“Debt Financing”as defined in the ICL), in connection with the financing of the Per Share Merger Consideration or other costs or fees to be paid by Parent hereunder, as such use would require court approval under ICL, or (y) be required to take any particular action that requires any approvals, orders, authorizations, or actions by or any registrations, declarations, or filings with any Governmental Authority (including in connection with any necessary court approvals in connection with any dividend of the Company’s existing cash); and provided further that (i) neither the Company, its Subsidiaries, nor any persons who are directors of the Company or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of any agreements or instruments for such cooperation does not financing, (ii) no obligation of the Company or any of its Subsidiaries under any certificate or document will be effective until the Effective Time, (iii) none of the Company, its Subsidiaries or their respective Representatives shall be required to cooperate pursuant to this Section 5.14 in any manner that would unreasonably interfere with the ongoing operations of the Company or its Subsidiaries and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (aiv) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel none of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Subsidiaries shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement fee or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses liability in connection with the Debt Financing or (iv) foregoing prior to the Effective Time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to take cooperate in connection with any action in his/her capacity as a director financing at such point that such financing would be reasonably likely to prevent or materially delay the consummation of the Company or any of its Subsidiaries with respect to the Debt Financing. Merger. (b) Parent shall promptly, upon request by the Company, reimburse the Company for all its reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, 5.14 and shall indemnify indemnify, defend and hold harmless the Company, Company and its Subsidiaries and its and their respective Representatives from and against any and all damagesliabilities, obligations, losses, damages, claims, costs, liabilities or expenses expenses, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing any financing and any information used in connection therewith therewith, except and solely to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or other liabilities are suffered or incurred as a result of the Company’s or its Subsidiaries or its or their Representatives’ gross negligence, bad faith, willful misconduct or material breach of this Agreement. (other than information provided by the Company or any c) Each of its Subsidiaries) Parent and all other actions taken by Merger Sub acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives pursuant have no responsibility for any financing in connection with the transactions contemplated hereby. Accordingly and notwithstanding anything in this Agreement to the contrary, the failure of the Company, its Subsidiaries and/or Representatives to provide the cooperation contemplated by this Section 5.13. 5.14 shall not constitute grounds for (i) Parent and or Merger Sub shall keep to refuse to consummate the Merger or to terminate this Agreement or (ii) give rise to the payment of the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingTermination Fee.

Financing Cooperation. Upon (i) Prior to the request of ParentClosing, the Company shall use its commercially reasonable best efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange Parent and consummate any amendment toMerger Sub, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations and shall cause each of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated use its reasonable best efforts to arrange and/or provide all or any portion of (in each case at Parent’s sole expense) the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) following cooperation to the extent reasonably requested by Parent and/or in connection with the arrangement of any debt financing in connection with the transactions contemplated hereby, (provided, however, that nothing in this Section 6.16(c) shall require the Company, its Subsidiaries or any of its or their Representatives to disclose any information that is subject to attorney-client, attorney work product or similar privilege or to contravene Law or violate any Contract; provided, that the Company or such Subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any Contract, Company shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality), (i) assisting in preparation for and participate (and use commercially reasonable efforts to cause management of an appropriate level to participate) in a reasonable number of meetings (but no more than two (2) in person “bank meetings” and additional telephonic meetings at reasonably agreed times), due diligence sessions, drafting sessions, and presentations with prospective lenders and rating agencies, (ii) assisting Parent with the timely preparation of customary materials for bank information memoranda and ratings agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), (including executing and delivering a customary authorization letter to the extent reasonably requested by the lenders authorizing the distribution of information about the Company and its Subsidiaries to prospective lenders), (iii) furnishing Parent with the historical financial statements of the Company reasonably requested by the applicable financing sources or arrangers, including (A) within forty-five (45) days after the end of any fiscal quarter that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited consolidated statements of operations and cash flows, (B) within one hundred and twenty (120) days after the end of any fiscal year, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of operations and cash flows, and (C) such information as is necessary in connection with Parent’s preparation of pro forma financial statements of the Company and its Subsidiaries of the type necessary or reasonably requested by the Financing Sources to assist be included in preparation of any bank information memoranda or other customary offering or marketing materials, including by providing such financial and other pertinent information documents to be used for regarding the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters Company and instruments of discharge to be delivered at Closing to allow for the payoff, discharge its Subsidiaries and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time their respective businesses (it being understood that the Company needs only provide information to assist in the preparation thereof, and shall have no obligation not be required to pay provide pro forma financial statements or discharge any such indebtedness prior to the Effective Timepro forma adjustments), (div) cooperate providing Parent and Merger Sub with respect information reasonably necessary to matters relating to pledges complete customary perfection certificates and other customary loan documents as may be reasonably requested by Parent or the Merger Sub, (v) reasonably facilitating the pledging of collateral to take effect at as of (but not prior to) the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing Closing and (fvi) assist Parent in obtaining customary comfort letters provide all documentation and consents of the independent accountants of other information about the Company and its Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, at least five (5) Business Days prior to the Closing Date to the extent requested in writing at least ten (10) Business Days prior to the Closing Date. (ii) Notwithstanding anything to the contrary in this Section 6.16(c), no action contemplated in this Section 6.16(c) shall be required if any such action shall: (I) unreasonably disrupt or interfere with the business or ongoing operations of the Company or the Company Subsidiaries; (II) (x) cause any representation or warranty or covenant contained in this Agreement to be breached or (y) cause the Company or any of its Subsidiaries to violate or waive any attorney-client privilege or beach any Contract, including applicable Law or Organizational Document; (III) involve the entry into any definitive agreements with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither debt financing or any other binding commitment by the Company nor or any of its Subsidiaries, nor Subsidiaries that is not contingent upon the Closing Date occurring or that would be effective prior to the Closing Date (excluding the authorization and representation letters mentioned above); (IV) require the Company or any of its Subsidiaries or any of their respective officers Representatives to provide (or directors, as to have provided on its behalf) any certificates that would be effective prior to the case may be, shall Closing Date or any legal opinions; (iV) be required require the Company or any of its Subsidiaries to pay any commitment out-of-pocket fees or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related expenses prior to the Debt Financing, (iii) unless Closing that are not promptly reimbursed by ParentParent as set forth in Section 6.16(c)(iii) if the Closing does not occur; (VI) cause any director, be required to incur any other expenses in connection with the Debt Financing officer or (iv) be required to take any action in his/her capacity as a director employee of the Company or any of its Subsidiaries with respect to incur any personal liability; (VII) require the Company or any of its Subsidiaries to execute and deliver any pledge or security documents or certificates, documents or instruments relating to the Debt provision of guarantees and collateral in connection with the Financing that is not contingent upon the Closing Date occurring or that would be effective prior to the Closing Date; (VIII) except as necessary to give effect to the items expressly contemplated in this Section 6.16(c) and without limiting clauses (III) and (VII) above, require the Company or any of its Subsidiaries to execute and deliver any documentation (including corporate resolutions) related to the Financing; or (IX) cause any condition to the Closing set forth in Article VII to fail to be satisfied. Parent shall promptly, upon request by The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos solely to the extent necessary in connection with the Financing and solely in connection with a description of the Company, the Company Subsidiaries or the transactions contemplated by this Agreement and solely in a manner that is not intended or reasonably likely to harm or disparage the reputation or goodwill of the relevant party, or any of their respective Intellectual Property rights and will comply with the Company’s usage requirements and guidelines to the extent made available to Parent prior to such use. In no event shall the Company or the Company Subsidiaries or any of their respective Affiliates be in breach of this Agreement because of the failure to deliver any financial or other information that is not readily available or is not otherwise prepared in the ordinary course of business of the Company and the Company Subsidiaries at the time requested by Parent. Notwithstanding anything to the contrary herein, any breach by the Company or the Company Subsidiaries of their obligations under this Section 6.16(c), shall not constitute a breach of this Agreement for the purposes of Article VIII or a breach of the condition precedent set forth in Section 7.3, unless the Company has knowingly and willfully breached its obligations under this Section 6.16(c) and such breach has been the primary and direct cause of Parent’s debt financing not being obtained. (iii) Parent shall (A) promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant tothe cooperation provided for in this Section 6.16, and in accordance with, this Section 5.13, and shall (B) promptly indemnify and hold harmless the Company, its Company and the Company Subsidiaries and their respective Representatives from and against any and all damagesliabilities, claims, losses, damages, costs, liabilities or expenses expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by any of them in connection with the arrangement or consummation of the Debt Financing and Financing, except to the extent any information used in connection therewith (other than information provided such liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments or penalties arise out of or result from bad faith, gross negligence, fraud or willful misconduct by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and or their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on Representatives, as determined by a reasonably current basis final, non-appealable judgment of the status a court of its efforts to arrange and consummate any Debt Financingcompetent jurisdiction.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, the Company shall use its commercially reasonable efforts to provide reasonable cooperation reasonably requested by Parent in connection with Parent’s efforts to arrange the arrangement and consummate consummation of any amendment to, or replacement or supplement of, Parent’s credit facilities third-party debt financing for the purpose of financing the transactions contemplated hereby (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations or business of the Company or any Company Subsidiary), including: (i) participating in meetings, presentations, marketing sessions (including with ratings agencies) and due diligence sessions and promptly furnishing such reasonably available information (including financial information) as may be reasonably requested by Parent; (ii) assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with such financing and participating in a reasonable number of customary meetings with potential financing sources and senior management; (iii) executing and delivering any definitive financing documents and certificates as may be reasonably requested by Parent (including, without limitation, a certificate of the Chief Financial Officer (or equivalent reasonably satisfactory to Parent) of the Company and its Subsidiaries. Such commercially any Company Subsidiary with respect to solvency matters) and otherwise facilitating the pledging of collateral and the providing of guarantees (including providing reasonable efforts shall include, and customary information required in connection with the pledging and identification of intellectual property to the extent reasonably specifically requested by Parent, commercially reasonable efforts to: ); (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financingiv) to the extent reasonably requested by the Parent and/or in writing at least ten (10) Business Days prior to the Financing Sources to assist in preparation due date therefor, furnishing all documentation and other information about the Company and the Company Subsidiaries that the potential financing sources have reasonably requested for compliance under applicable “know your customer” and anti-money-laundering rules and regulations; and (v) obtaining the release and termination of customary offering or information documents liens on Company and Company Subsidiary assets, provided that neither the Company nor any Company Subsidiary shall be required to be used for the completion of the Debt Financingan issuer or obligor with respect to such financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing or incur any obligation under any such Existing Credit Facilitiesdocuments or certificates that is effective, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness case, prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of . Nothing herein shall require the Company and its Subsidiaries, including with respect to provide such cooperation described in the foregoing sentence to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of extent it would require the Company or any of its Subsidiaries with respect Company Subsidiary to agree to pay any fees, reimburse any expenses or give any indemnities prior to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company Effective Time for all reasonable and documented out which it is not reimbursed or indemnified. (b) Each of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep Purchaser acknowledges and agrees that the Company informed on obtaining of any financing (debt or otherwise, including the Financing) is not a reasonably current basis of condition to the status of its efforts to arrange and consummate any Debt FinancingOffer or the Closing.

Financing Cooperation. Upon (a) The Company shall and shall cause the request Subsidiaries of Parent, the Company shall to, at Parent’s sole expense, use its commercially and their respective reasonable best efforts to provide reasonable such cooperation in connection with Parent’s efforts arranging, obtaining and syndicating the Financing as may be reasonably requested by Parent as is necessary and customary in connection with the arrangement of financings similar to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt the Financing”); provided that such requested cooperation is consistent with Applicable Law and does not unreasonably interfere with the ongoing operations of the Company and its Subsidiariesor any Subsidiary of the Company. Such commercially reasonable efforts cooperation by the Company and the Subsidiaries of the Company shall include, in each case at the reasonable request of Parent: (i) preparing and furnishing Parent and the Financing Sources, not later than a time reasonably sufficient to allow Parent to satisfy the extent conditions in the Debt Commitment Letters, all Required Information and all other financial and other pertinent information and disclosures regarding the Company and the Subsidiaries as may be reasonably requested by ParentParent for use in connection with the Financing, (ii) causing the Company’s senior officers to participate in a reasonable number of lender meetings, commercially rating agency presentations and due diligence meetings at reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis times and upon reasonable advance notice, appropriate personnel , (iii) assisting Parent and the Financing Sources in the preparation of the Company Debt Marketing Documents (and its Subsidiaries, (bany supplements thereto) provide, as promptly as reasonably practicable, solely with respect to information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion the Subsidiaries, (iv) reasonably cooperating with the marketing efforts of Parent and the Financing Sources in connection with the Financing, including direct contact between such management of the Company and potential lenders in the Financing, (v) reasonably cooperating with Parent’s legal counsel in connection with customary legal opinions required in connection with the Financing, (vi) reasonably assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters, including assisting Parent and the Financing (the “Financing Sources”) (including information to be used Sources in the preparation of a customary materials for rating agency presentations solely with respect to information package regarding the business, operations, financial condition, projections and prospects of relating to the Company and its the Subsidiaries, (vii) reasonably assisting in the preparation of, and executing and delivering, definitive Financing Agreements and other customary financing documents, including guarantee and collateral documents and other certificates and documents as may be reasonably requested by Parent, (viii) facilitating the pledging of collateral for the Financing (including delivery of original stock certificates and original stock powers of the Subsidiaries customary for financings similar to the Debt Financing) to the extent required on the Closing Date in connection with the Financing and to the extent available to the Company), (ix) using reasonable best efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company, (x) taking all ministerial company actions, subject to and only effective upon the occurrence of the Effective Time, reasonably requested by Parent and/or to permit the consummation of the Financing, (xi) at least three Business Days prior to the Closing Date, providing all documentation and other information about the Company and the Subsidiaries as is reasonably requested in writing by Parent at least ten Business Days prior to the Closing in connection with the Financing Sources that relates to assist in preparation of customary offering or information documents applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act, and (xii) using reasonable best efforts to be used for the completion of the Debt Financing, (c) assist in the obtaining of obtain customary payoff letters and instruments of discharge lien terminations, if applicable, to be delivered at Closing the extent necessary to allow for the payoff, discharge and termination in full on of (i) the Closing Date Credit Agreement, dated as of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit FacilitiesFebruary 24, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time)2014, (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of between the Company and its Subsidiariesthe financial institutions listed therein as lenders, including with respect JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and X.X. Xxxxxx Securities LLC as lead arranger and sole bookrunner, as amended to date and (ii) the Credit Agreement, dated as of February 24, 2014, between the Company and JPMorgan Chase Bank, N.A. as lender, as amended to date. Notwithstanding anything in this Agreement to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstandingcontrary, until the Effective Time occurs, (A) neither the Company nor any Subsidiary of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Company shall (i) be required to pay any commitment or other similar fee, (ii) fee or enter into any definitive binding agreement or have any liability commitment or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses actual or potential liability or obligation in connection with the Debt Financing (or any alternative financing) that is not subject to the occurrence of the Closing, (ivB) no director, manager, officer or employee of the Company or any Subsidiary of the Company shall be required to deliver any certificate or take any other action pursuant to this Section 6.15(a) to the extent any such action would reasonably be expected to result in personal liability to such director, manager, officer or employee, (C) none of the Company, any of the Subsidiaries of the Company or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Financing (or any alternative financing), provided that this clause (C) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date by any persons that shall remain or will become officers or directors of the Company or any of the Subsidiaries of the Company as of the Effective Time, and (D) neither the Company nor any Subsidiary of the Company shall be required to take any action that would reasonably be expected, in his/her capacity as a director the reasonable judgment of the Company, to conflict with, or result in any violation or breach of, any Applicable Law, any contract or obligations of confidentiality (not created in contemplation hereof) binding on the Company or any the Subsidiaries of its Subsidiaries with respect the Company. The Company hereby consents to the Debt Financing. use of the Company’s and the Subsidiaries’ logos in connection with the Financing in an form and manner mutually agreed in advance with the Company; provided, however, that such logos are used solely in an manner that is not intended, or reasonably likely, to harm, disparage or otherwise adversely affect the Company or the reputation or goodwill of the Company. (b) Parent shall promptlyshall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company, the Subsidiaries of the Company or any of and its Subsidiaries or and their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this to Section 5.13, and 6.15(a). Parent shall indemnify and hold harmless the Company, its the Subsidiaries of the Company and their respective Representatives Representatives, from and against any and all damagesclaims, losses, costsliabilities, liabilities or expenses damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements suffered or incurred by any of them in connection with the arrangement of the Debt Financing or any Alternative Financing and any information used supplied or provided in connection therewith (other than information provided by except to the Company extent suffered or any incurred as a result of its Subsidiaries(i) and all other actions taken the gross negligence, willful misconduct or material breach of this Agreement by the Company, its Subsidiaries and their respective Representatives any Subsidiary or any Representative thereof, in each case as determined by a court of competent jurisdiction, or (ii) any inaccuracy (other than any immaterial inaccuracy) in the historical financial information provided to Parent by the Company pursuant to this Section 5.13. Parent and Merger Sub shall keep clause (a) in the Company informed on a reasonably current basis definition of the status of its efforts to arrange and consummate any Debt Financing“Required Information”).

Financing Cooperation. (a) Upon the request of Parent, the Company Partnership and its Subsidiaries shall execute and deliver, at the Closing, one or more supplemental indentures, officers’ certificates, board resolutions or other documents or instruments required for the due assumption of, and succession to, the Second Lien Notes and related guarantees, security documents, intercreditor agreements and other similar agreements and instruments (collectively, the “Second Lien Notes Documents”) to the extent required by the terms of such Second Lien Notes Documents, and the Partnership and its Subsidiaries shall provide, at the sole cost of Parent, all assistance reasonably required by Parent in connection with obtaining the execution of such instruments by any other required parties. (b) In the event that Parent desires to consummate an exchange offer, tender offer, repurchase offer, consent solicitation, discharge, defeasance, redemption or similar transaction, or any combination thereof (collectively, the “Debt Transactions”) with respect to the Second Lien Notes, the Partnership and its Subsidiaries shall use their respective commercially reasonable efforts to, and shall use commercially reasonable efforts to cause their respective Representatives (including the trustee and collateral trustee for the Second Lien Notes) to, cooperate in good faith to permit such Debt Transactions to be effected on such terms, conditions and timing as reasonably requested by Parent, including if so requested by Parent, causing the Debt Transactions to be consummated substantially concurrently with, but not prior to, the Closing. Upon request of Parent, the Partnership and its Subsidiaries shall execute and deliver one or more supplemental indentures, board resolutions, officers’ certificates or other documents or instruments reasonably required in connection therewith (it being understood such documentation may be required to be executed and delivered and such amendments to the Second Lien Notes Documents may be required to be effectuated prior to Closing so long as any such amendments cease to be effective if Closing does not occur). For the avoidance of doubt, the consummation of any Debt Transaction shall not be a condition to Closing. (c) Parent shall prepare all necessary and appropriate documentation in connection with any Debt Transactions, and the Partnership shall have a reasonable opportunity to review and comment upon such documents (the “Offer Documents”). The parties hereto shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with each other in the preparation of the Offer Documents. If, at any time prior to the completion of the Debt Transactions, the Partnership or any of its Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use commercially reasonable efforts to promptly notify the other party, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated by or on behalf of the Partnership or its Subsidiaries to the holders of the Second Lien Notes. (d) In connection with any Debt Transaction, Parent may select one or more dealer managers, information agents, solicitation agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Partnership, to provide assistance in connection therewith, and the Partnership shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected; provided, that neither the Partnership nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Partnership nor any of its Subsidiaries shall be a party or have any obligations under. (e) The Partnership shall, and shall cause its Subsidiaries to, at the reasonable request of Parent, deliver all notices and to take all other actions required to facilitate (i) the termination of commitments in respect of the GE Credit Facility and (ii) the repayment in full of all obligations for borrowed money outstanding thereunder and the release of any Liens securing such indebtedness and guarantees in connection therewith on the Closing Date. In furtherance of the foregoing, the Partnership and its Subsidiaries that are party to the GE Credit Facility shall deliver to Parent on the Closing Date a payoff letter and related lien release documentation with respect to such indebtedness in form and substance customary for transactions of this type from General Electric Capital Corporation, as agent on behalf of the lenders under the GE Credit Facility, which payoff letter and related lien release documentation shall, among other things, include the payoff amount and provide that liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Partnership and its Subsidiaries that are party to the GE Credit Facility securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the applicable payoff letter at or substantially concurrently with the Closing, be released and terminated, provided, that Parent shall provide all funds required to effect all such repayments at or substantially concurrently with the Closing. (f) From and after the date of this Agreement, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, the Partnership shall, and the Partnership shall cause each of its Included Subsidiaries, and shall use commercially reasonable efforts to cause their Representatives (including their auditors) to, use commercially reasonable efforts to provide reasonable all customary cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including providing reasonably available financial and other information to be used regarding the Included Subsidiaries for use in marketing and offering documents and assisting in the preparation of a customary information package regarding the business, operations, pro forma financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financingstatements) to the extent as reasonably requested by Parent and/or the Financing Sources to assist Parent in preparation (i) the arrangement of customary offering any bank debt financing or information documents any capital markets debt financing for the purposes of financing the payment of the Cash Consideration and (ii) any other amounts required to be used for paid in connection with the completion consummation of such transactions, any repayment of refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated by this Agreement; provided, however, that (x) no obligation or liability of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to Included Subsidiaries under such bank debt financing or any capital markets debt financing shall be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness effective prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing Closing and (fy) assist Parent in obtaining customary comfort letters and consents nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operation of the independent accountants of the Company Partnership and its Included Subsidiaries. (g) Notwithstanding any other provision of this Agreement, Parent shall indemnify and hold harmless the Partnership and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including with respect to the auditor consents reasonable attorneys’ fees) interest, awards, judgments and penalties suffered or incurred in connection with any filings with and all of the SEC. Anything in matters contemplated by this Section 5.13 to 6.19 (other than arising from a material misstatement or omission on the contrary notwithstanding, until part of the Effective Time occurs, neither the Company nor any of Partnership or its Subsidiaries), nor any of their respective officers whether or directors, as not the case may be, shall (i) be required to pay any commitment transactions contemplated by this Agreement are consummated or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financingthis Agreement is terminated. Parent shall promptlyshall, promptly upon request by the CompanyPartnership, reimburse the Company Partnership for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company Partnership or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.136.19, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated. (h) Parent shall provide the Partnership with true and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against correct copies of any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them material documents in connection with any consent solicitation, tender offer, bank debt financing or capital markets debt financing proposed or entered into for the arrangement purposes of financing the payment of the Debt Financing Cash Consideration. As and any information used in connection therewith (other than information provided when requested by the Company or any of its Subsidiaries) and all other actions taken by the CompanyPartnership, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company Partnership reasonably informed on a reasonably current basis of any material developments with respect to any such transaction (including by providing copies to the Partnership of any amendments or supplements to, or replacements of, the any material documents in connection with any such transaction) until the first to occur of the status Closing Date and the termination of this Agreement in accordance with its efforts terms. (i) The Parent Entities acknowledge and agree that obtaining any consent solicitation, tender offer, bank debt financing or capital markets debt financing is not a condition to arrange their obligations to effect the Closing and the Mergers. For the avoidance of doubt, if any financing, has not been obtained, the Parent Entities shall each continue to be obligated, subject to satisfaction or waiver of the conditions set forth in Article II, to consummate any Debt Financingthe Mergers and the other transactions contemplated by this Agreement.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall use its commercially reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and each of them shall use their reasonable best efforts to cause their respective Representatives to use their reasonable best efforts, to provide customary, reasonable and timely cooperation to the Parent and Merger Sub and their respective Representatives, to the extent reasonably requested by Parent, in connection with Parent’s efforts to arrange and consummate the offering, arrangement, syndication, marketing, consummation, issuance or sale of any amendment toDebt Financing (including, or replacement or supplement offor greater certainty, Parent’s credit facilities any potential Alternative Financing ) (“Debt Financing”); provided provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including, to the extent so requested, using reasonable best efforts to: (i) as promptly as reasonably practical, furnish Parent, Merger Sub and the Financing Parties (and their respective Representatives, as applicable) with the Required Financing Information and such further information as may be reasonably necessary for the Required Financing Information to remain Compliant and such other customary financial and other information regarding the Company and its Subsidiaries. Such commercially Subsidiaries as may reasonably be requested by, and is necessary for, Parent or Merger Sub to fulfill the conditions and obligations applicable to it under the Debt Commitment Letters; (ii) provide reasonable and customary assistance to Parent, Merger Sub and the Financing Parties (and their respective Representatives, agents and advisors, as applicable) in their preparation of (A) offering documents, offering memoranda, offering circulars, private placement memoranda, registration statements, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents to be used in connection with any portion of the Debt Financing and (B) materials for rating agency presentations, including (but subject to Section 5.21(b)), by providing any financial information and other data required to prepare any pro forma financial statements that are required under applicable securities Laws to be included in, or as may otherwise be reasonably required for and are customarily included in the foregoing financing materials; (iii) make senior management of the Company available, at reasonable times and locations and upon reasonable prior notice, to participate in meetings (including one-on-one conference or virtual calls with Financing Parties and potential Financing Parties, including prospective investors in any Debt Financing involving the issuance of securities), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication activities, provided, at the Company’s option in consultation with Parent, any such meeting or communication may be conducted virtually by videoconference or other media; (iv) cause the Company’s independent registered accounting firm to provide customary assistance, including by using reasonable best efforts to cause the Company’s independent registered accounting firm (A) to provide customary comfort letters (including “negative assurance” comfort) in connection with any capital markets transaction comprising a part of the Debt Financing to the applicable Financing Parties, (B) to provide any necessary consent to the inclusion of its audit report in respect of any financial statements of the Company included or incorporated in any of the applicable financing materials referred to in Section 5.21(a)(ii), and (C) to participate in a reasonable number of due diligence sessions at reasonable times and locations and upon reasonable prior notice; provided, at the Company’s option, any such session may be conducted virtually by videoconference or other media, and including by using reasonable best efforts to provide customary representation letters to the extent required by such independent registered accounting firm in connection with the foregoing; (v) provide customary authorization letters authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing; (vi) assist Parent, Merger Sub and the Financing Parties in obtaining or updating corporate, facility and issue credit ratings; (vii) assist in the negotiation, preparation and (contingent upon the Closing) execution and delivery of any credit agreement, indenture, note, debenture or other debt security, purchase, underwriting or agency agreement, guarantees, security documents, including any required information schedules or disclosures thereto, cash management agreements, hedging agreements, other supporting documents and customary closing certificates, and any other definitive and ancillary documentation for the Debt Financing as may be reasonably requested by Parent, in each case as contemplated in connection with the Debt Financing; (viii) make introductions of Parent to the Company’s existing lenders and facilitate relevant coordination between Parent and such lenders; (ix) cooperate with the due diligence of Financing Parties and their Representatives in connection with the Debt Financing, to the extent customary and reasonable, including the provision of all such information requested with respect to the property and assets of the Company and its Subsidiaries and by providing to internal and external counsel of Parent, Merger Sub and the Financing Parties, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Debt Financing; provided, that, the Company and its Affiliates shall includenot be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; (x) deliver, at least seven (7) Business Days prior to Closing, to the extent reasonably requested by Parentin writing at least ten (10) Business Days prior to Closing, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary all documentation and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, other information relating to regarding the Company and its Subsidiaries to that any financing institutions contemplated to arrange and/or provide all or any portion Financing Party reasonably determines is required by domestic and foreign regulatory authorities under applicable “know your customer” and domestic and foreign anti-money laundering rules and regulations, including the USA Patriot Act of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business2001, operationsand, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested required by Parent and/or any Financing Party, a beneficial ownership certificate (substantially similar in form and substance to the Financing Sources to assist in preparation form of customary offering or information documents to be used for the completion Certification Regarding Beneficial Owners of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit FacilitiesLegal Entity Customers published jointly, in each case to take effect at May 2018, by the Effective Time (it being understood that the Company shall have no obligation to pay or discharge Loan Syndications and Trading Association and Securities Industry and Financial Markets Association) in respect of any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); (xi) cooperate with and use reasonable best efforts to provide all reasonable assistance to Parent in connection with any steps Parent may determine are necessary or desirable to take to prepay some or all amounts outstanding under the Company’s existing Credit Facility, including (A) preparing and submitting customary notices in respect of any such prepayment; provided that such prepayment shall be contingent upon the occurrence of the Closing unless otherwise agreed in writing by the Company, (B) obtaining from the agent a customary payoff letter in respect of the Company’s existing Credit Facility and (C) cooperate in the discharge and release of Liens securing indebtedness referenced in this clause (xi), including obtaining customary lien termination and other instruments of discharge, in each case in a form reasonably acceptable to Parent; (xii) to the extent requested by Parent, provide guarantees and facilitate the pledging of collateral and granting of security interests in connection with the Debt Financing (which discharges, releases, guarantees and security interests, for the avoidance of doubt, shall not be required to take effect before the Closing): (xiii) as soon as reasonably practical following the receipt of a written request of Parent, as determined by Parent in its sole discretion, (A) commence one or more consent solicitations to the holders of the Company’s Senior Notes, to waive, amend or remove any applicable change of control provisions, defaults or other covenants that would apply in connection with, or otherwise restrict the ability of the parties to consummate, the Merger or the Debt Financing as contemplated in this Agreement or the Debt Commitment Letters, as applicable (the “Consent Solicitations”), (B) commence one or more offers to purchase the Company’s Senior Notes (the “Debt Offers”), (C) issue a notice of optional redemption to redeem the Company’ Senior Notes pursuant to the terms thereof (the “Debt Redemptions”) or (D) take such other actions as may be permitted or required by the terms of the Company’s Senior Notes to satisfy and discharge, or defease any or all obligations under, the Company’s Senior Notes (the “Debt Discharge” and together with the Consent Solicitations, Debt Offers, and Debt Redemptions, the “Debt Transactions”), in each case on the terms and conditions specified by Parent (and, for greater certainty, Parent may request any combination of Debt Transactions pursuant to this clause (xiii)); provided that the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the necessary consent solicitation statement, offer to purchase, related letter of transmittal, supplemental indenture, redemption notice and other related documents in connection therewith; provided, further, that Parent shall consult with the Company regarding the timing of any Debt Transaction in light of the regular financial reporting schedule of the Company and the requirements of applicable Law; and (xiv) consent to the use of its and its Subsidiaries’ trademarks, trade names and logos in connection with the Debt Financing; provided that such trademarks, trade names and logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries or the Company’s or its Subsidiaries’ reputation or goodwill. (b) Notwithstanding the foregoing, none of the Company nor any of its Affiliates shall be required to take or permit the taking of any action pursuant to Section 5.21 that would: (i) require the Company or its Subsidiaries or any of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (except for the authorization letters contemplated by Section 5.21(a)(v)) in each case, which are not contingent on Closing, (ii) cause any representation, warranty or other provision in this Agreement to be breached by the Company or any of its Affiliates, (iii) require the Company or any of its Affiliates to (x) pay any commitment or other similar fee or (y) incur any other expense, liability or obligation which expense, liability or obligation is not reimbursed or indemnified hereunder in connection with the Debt Financing prior to the Closing, or (z) have any obligation of the Company or any of its Affiliates under any agreement, certificate, document or instrument be effective until the Closing, (iv) cause any director, officer, employee or stockholder of the Company or any of its Affiliates to incur any personal liability, (v) conflict with the Organizational Documents of the Company or any of its Affiliates or any Laws, (vi) reasonably be expected to result in a material violation or material breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Affiliates is a party, (vii) provide access to or disclose information to the extent that the Company or any of its Affiliates determines in good faith would jeopardize any attorney-client privilege or other similar privilege or protection of the Company or any of its Affiliates in respect of such information, or (viii) require the Company to prepare any financial statements or information (other than the Required Financing Information) that are not available to it and prepared in the Ordinary Course of Business consistent with its historic financial reporting practice, with it being further understood that Parent (and not the Company or any of its Affiliates) shall be responsible for the preparation of any pro forma financial statements for the Debt Financing (including, for the avoidance of doubt, any Alternative Financing), including the preparation of any pro forma calculations, any post-Closing or other pro forma cost savings synergies, capitalization, ownership or other pro forma adjustments that may be included therein. Nothing contained in this Section 5.21 or otherwise shall require the Company or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall promptlyshall, upon promptly on request by the Company, reimburse the Company and its Affiliates for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries them or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, such cooperation and shall indemnify and hold harmless the Company, Company and its Subsidiaries Affiliates and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, any action taken by them at the request of Parent or its Representatives pursuant to this Section 5.21 and any information used in connection therewith (other than information provided by or on behalf of the Company expressly for use in connection therewith). (c) The Parties hereto acknowledge and agree that the provisions contained in this Section 5.21 represent the sole obligation of the Company and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Parent with respect to the transactions contemplated by this Agreement, and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Parent any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company’s breach of any of the covenants required to be performed by it under this Section 5.21 shall not be considered in determining the satisfaction of the condition set forth in Section 6.3(b), unless such breach is the primary cause of Parent being unable to consummate, and obtain the proceeds of, the Debt Financing at or prior to Closing. (d) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries) and all other actions taken Affiliates obtained by the Company, Parent or its Subsidiaries and their respective Representatives pursuant to this Section 5.13. 5.21 shall be kept confidential in accordance with the Confidentiality Agreement; provided, that Parent shall be permitted to disclose such information to (i) the Financing Parties subject to their confidentiality obligations under the Debt Commitment Letters and Merger Sub shall keep the Company informed on a definitive documentation evidencing the Debt Financing and (ii) otherwise to the extent necessary and consistent with customary practices in connection with the Debt Financing subject to customary confidentiality arrangements reasonably current basis of satisfactory to the status of its efforts to arrange and consummate any Debt FinancingCompany.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, the Company shall use its commercially reasonable efforts best efforts, and shall cause the Company Subsidiaries to use reasonable best efforts, to provide reasonable cooperation customary cooperation, to the extent reasonably requested by Parent in writing, in connection with Parent’s efforts to arrange and consummate any amendment tothe offering, arrangement, syndication, consummation or replacement issuance of the Financing or supplement of, Parent’s credit facilities Alternative Financing or Replacement Financing obtained in accordance with Section 6.20 (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Affiliates), including, to the extent so requested, using reasonable best efforts to: (i) furnish to Parent and its Subsidiaries. Such commercially reasonable efforts shall include, the Financing Parties historical financial statements and other pertinent financial information regarding the Company and the Company Subsidiaries to the extent reasonably requested by Parent, commercially reasonable efforts to: Parent and customary in connection with the Financing; (aii) make available furnish to prospective lenders, on a Parent and the Financing Parties customary and reasonable basis and upon reasonable notice, appropriate personnel of information regarding the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary one or more information package packages regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to or the Debt FinancingCompany Subsidiaries) to the extent reasonably available to the Company or the Company Subsidiaries and reasonably requested by Parent; (iii) provide reasonable and customary assistance to Parent in the preparation of (A) customary offering documents, offering memoranda, roadshow presentations, bridge teasers, syndication documents and other syndication materials, including information memoranda and lender presentations for any portion of the Financing, (B) materials for rating agency presentations and (C) other marketing materials reasonably requested by Parent and/or and reasonably necessary for the Financing Sources or Alternative Financing or Replacement Financing obtained in accordance with Section 6.20; (iv) make appropriate members of senior management of the Company available at reasonable times and locations and upon reasonable prior notice, to assist participate in a reasonable number of meetings (including one-on-one meetings or conference calls with Financing Parties, underwriters or ratings agencies), drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other syndication activities, provided that any such meeting or communication may be conducted virtually by videoconference or other media; (v) cause the Company’s independent auditors to deliver (A) customary “comfort letters” (including customary “negative assurances” comfort) in connection with the Financing and (B) customary consent to use of their audit reports in any materials reasonably necessary for the Financing; (vi) provide customary authorization letters (including customary confirmations and undertakings reasonably requested by Parent) authorizing the distribution of Company information to prospective lenders in connection with a syndicated bank financing (including customary representations with respect to presence or absence of material nonpublic information and accuracy of the information contained therein); (vii) cooperate with Parent and Merger Sub in their obtaining customary corporate and facilities credit ratings; (viii) provide customary prepayment notices within the time period contemplated by (A) the Existing Credit Agreement and (B) any other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries as Parent may reasonably request; (ix) provide customary documents reasonably requested by Parent relating to (A) the repayment of (1) the Existing Credit Agreement and (2) any other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries as Parent may reasonably request, and (B) the release of related Liens (if any), including using reasonable best efforts to obtain customary payoff letters in respect of the Existing Credit Agreement and such other agreements relating to Indebtedness of the Company or any of the Company Subsidiaries at least five (5) Business Days prior to the Closing Date; (x) provide all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, relating to the Company or any Company Subsidiary as soon as practicable but in any event at least five (5) Business Days prior to the Closing Date, in each case as reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date; (xi) cooperate with due diligence of the Financing Parties, to the extent customary and reasonable; (xii) consent to the use of the Company’s and the Company Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company Subsidiaries or the Company’s or the Company Subsidiaries’ reputation or goodwill; (xiii) provide customary and reasonable assistance requested by Parent in connection with Parent’s preparation of pro forma financial statements and pro forma financial information; (xiv) provide customary offering certificates and other customary closing documents as may be reasonably requested in writing by the Financing Parties (provided that no obligation of the Company or information documents any Company Subsidiary under any such certificate or document shall be effective until the Closing); (xv) cause the taking of corporate actions and organizational changes reasonably requested by Parent and within the control of the Company that are reasonably necessary to be used for permit the completion of the Debt Financing, ; (cxvi) reasonably assist in the obtaining preparation of, and executing and delivering at Closing, the Definitive Agreements and any indentures, notes and purchase agreements relating to the Financing, including assisting with the execution and delivery as of the Closing (but not prior to the Closing) of any guarantee and collateral documents and customary closing certificates as may be reasonably requested by Parent and required by the Commitment Letter or the Financing (provided that no obligation of the Company or any Company Subsidiary under any such document, agreement or certificate shall be effective until the Closing) and otherwise use commercially reasonable efforts to provide customary and reasonable assistance requested by Parent in connection with satisfying the conditions precedent set forth in the Definitive Agreements; (xvii) reasonably cooperate with Parent’s legal counsel in connection with any legal opinion that such legal counsel may be required to deliver in connection with the Financing, including using reasonable best efforts to furnish documents required to satisfy any customary negative assurance opinion required in connection with the Financing; (xviii) to the extent necessary or advisable, reasonably cooperate to facilitate the pledging of collateral and the executing and delivering of customary payoff letters pledge and security documents (and any other customary documents or instruments of discharge to be delivered at Closing to allow required for the payoff, discharge creation and termination perfection of security interests in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilitiesthe Financing as may be reasonably requested by Parent) or other customary definitive financing documents reasonably requested by the Financing Parties (including customary guarantees and other deliverables), in each case to take effect at required in connection with the Effective Time Financing and effective as of the Closing (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness but not prior to the Effective Time), Closing); (dxix) cooperate with respect provide customary and reasonable assistance to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent and Merger Sub in obtaining customary legal opinions to be delivered in connection with such financing required consents, landlord waivers and (f) assist Parent in obtaining customary comfort letters estoppels, estoppels and SNDAs from tenants under any leases, ground lease estoppels and consents from fee owners under any Facility Leases, estoppels and consents pursuant to any PILOT documents and surveys and title insurance as reasonably requested by Parent or Merger Sub, including by using reasonable best efforts to provide customary non-imputation title affidavits, title affidavits or similar documents required by a nationally-recognized title company for (A) the deletion of any standard or pre-printed exceptions in any title insurance policies or proforma or (B) the independent accountants satisfaction of any requirement set forth in any title commitment and, to the extent appropriate, appraisals of the Company Properties; and (xx) take any other actions reasonably requested by Parent and its Subsidiariesnecessary to permit the Financing Parties to conduct customary field examinations for third party reports and environmental assessments, including with respect and, to the auditor consents in connection with any filings with extent appropriate, appraisals of the SEC. Anything in this Section 5.13 to the contrary Company Properties. (b) The foregoing notwithstanding, until the Effective Time occurs, neither none of the Company nor any of its Subsidiaries, nor Affiliates shall be required to take or permit the taking of any action pursuant to this Section 6.19 that would: (i) require the Company or the Company Subsidiaries or and of their respective Affiliates or any persons who are officers or directorsdirectors of such entities to pass resolutions or consents to approve or authorize the execution of the Financing (other than any customary authorization letters), except (A) resolutions or consents which are subject to the occurrence of the Closing passed by directors or officers continuing in their positions following the Closing and (B) as expressly provided in Section 6.19(a), (ii) cause any representation or warranty in this Agreement to be breached by the case may beCompany or any of its Affiliates, shall (iiii) be required require the Company or any of its Affiliates to pay any commitment or other similar fee, (ii) enter into any definitive agreement fee or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses expense, liability or obligation in connection with the Debt Financing prior to the Closing or (iv) be required to take have any action in his/her capacity as a director obligation of the Company or any of its Subsidiaries Affiliates under any agreement, certificate, document or instrument be effective until the Closing, (iv) cause any director, officer, employee or shareholders of the Company or any of its Affiliates to incur any personal liability, (v) conflict with the organizational documents of the Company or any of its Affiliates or any Laws, (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the Company or any of its Affiliates is a party, (vii) provide access to or disclose information that the Company or any of its Affiliates determines would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its Affiliates, (viii) require the Company to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice, or (ix) require the Company to prepare or deliver any Excluded Information. Nothing contained in this Section 6.19 or otherwise shall require the Company or any of its Affiliates, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Parent shall promptlyshall, upon promptly on request by the Company, reimburse the Company or any of its Affiliates for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries them or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13the Financing or with any such cooperation, and shall indemnify and hold harmless the Company, Company and its Subsidiaries Affiliates and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses losses actually suffered or incurred by any of them in connection with the arrangement Financing, any action taken by them at the request of the Debt Financing Parent or its Representatives pursuant to this Section 6.19, and any information used in connection therewith (other than information provided to Parent in writing by the Company or the Company Subsidiaries specifically in connection with their obligations pursuant to Section 6.19(a)). (c) The parties hereto acknowledge and agree that the provisions contained in this Section 6.19 represent the sole obligation of the Company and the Company Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Parent, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent any of its Affiliates be a condition to any of Parent’s obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the breach by the Company of any of the covenants required to be performed thereby under this Section 6.19 shall not be considered in determining the satisfaction of the condition set forth in Section 7.2(b) unless such breach is the primary cause of Parent being unable to obtain the proceeds of the Financing at the Closing. (d) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries) and all other actions taken Affiliates obtained by the Company, Parent or its Subsidiaries and their respective Representatives pursuant to this Section 5.13. 6.19 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent shall be permitted to disclose information as necessary and Merger Sub shall keep consistent with customary practices in connection with the Company informed on a Financing subject to customary confidentiality arrangements reasonably current basis of satisfactory to the status of its efforts to arrange and consummate any Debt FinancingCompany.

Financing Cooperation. Upon (a) Prior to the request of ParentEffective Time, the Company shall use commercially reasonable efforts, and shall cause each Company Entity and its and their Representatives to use commercially reasonable efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise necessary or reasonably requested by Parent in connection with the Debt Financing, including: (i) participation by officers and directors in a reasonable number of meetings (including one-on-one), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders or investors and obtaining assistance from its accountants, including participating in a reasonable number of drafting and accounting due diligence sessions; (ii) assisting Parent and the Debt Financing Sources with the timely preparation of customary rating agency presentations, marketing materials, bank information memoranda and high-yield offering prospectuses or memoranda required in connection with the Financing; (iii) executing and delivering pledge, mortgage and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, customary solvency certificates executed by the Chief Financial Officer (including relating to solvency matters of the Company before giving effect to the incurrence of the Debt Financing and the consummation of the Merger and the other transactions contemplated by this Agreement and such Debt Financing), and other certificates or documents and back-up therefor as may be reasonably requested by Parent or the Debt Financing Sources (including using commercially reasonable efforts to provide obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants' comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral and the granting of security interests in respect of the Debt Financing provided that no obligation of the Company or any Subsidiaries of the Company under any agreement, document or pledge related to any of the Financings shall be operative until the Effective Time; (iv) furnishing Parent and the Debt Financing Sources, as promptly as practicable, with financial and other pertinent information (provided that Parent shall be responsible for the preparation, with the assistance of the Company and its independent accountants, of pro forma financial statements) relating to the Company and its Subsidiaries as may be reasonably requested by Parent, including, without limitation, audited annual consolidated balance sheets and related statements of income, stockholders' equity and cash flow of the Company and its Subsidiaries and unaudited quarterly consolidated balance sheets and related statements of income, stockholders' equity and cash flow of the Company and its Subsidiaries for each fiscal quarter ended after June 30, 2013 (which quarterly statements shall be delivered at least 45 days before the Closing Date) (all such information and documents in this Section 6.14(a)(iv), the "Required Financing Information"); (v) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, approvals, authorizations, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance (including such affidavits and non-imputation endorsements in connection therewith) as reasonably requested by Parent; (vi) assisting in negotiation of definitive documents as may be reasonably requested by Parent; (vii) executing, delivering and entering into, immediately prior to the Effective Time, one or more securities purchase agreements, credit agreements, indentures, notes or guarantees on terms satisfactory to Parent in connection with the Debt Financing; (viii) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date, as well as cooperating to permit prospective lenders involved in the Financing to evaluate and assess the assets of the Company Entities for purposes of establishing collateral arrangements; (ix) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (x) taking all corporate and other actions, subject to the occurrence of the Closing, reasonably requested by Parent to (A) permit the consummation of the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any Subsidiary of the Company to the Surviving Corporation), and (B) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high-yield debt financing, by the Surviving Corporation or any of its Subsidiaries concurrently with or immediately following the Effective Time; and (xi) promptly and in any event at least ten (10) days prior to the Closing Date, furnishing Parent and the Debt Financing Sources with all documentation and other information required by regulatory authorities pursuant to applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act. (b) Nothing in this Section 6.14 shall require the Company Entities to (i) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent’s efforts to arrange and consummate any amendment to, or replacement to give any indemnities that are effective prior to the Effective Time; or supplement of, Parent’s credit facilities (“Debt Financing”); provided ii) take any action that such cooperation does not would unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, . (c) The Company hereby consents to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel use of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses Entities' logos in connection with the Debt Financing Financing; provided, however, that such logos are used solely in a manner that is not intended to harm or (iv) be required to take any action in his/her capacity as a director of disparage the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs Subsidiaries. (including reasonable attorneys’ feesd) incurred by the Company All non-public or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than confidential information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Agreement shall be kept confidential in accordance with the Confidentiality Agreement; provided, however that Parent and Merger Sub shall keep be permitted to disclose such information to any financing sources or prospective financing sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto; or (ii) are subject to other customary confidentiality undertakings reasonably satisfactory to the Company. (e) Promptly upon request by the Company, Parent shall reimburse the Company informed on a reasonably current basis (or pay in advance) for any reasonable and documented out-of-pocket costs and expenses (including outside attorneys' fees) incurred by the Company in connection with the cooperation of the status Company contemplated by this Section 6.14. (f) The Company Entities and their respective Representatives shall be indemnified and held harmless by Parent from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys' fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Financings pursuant to this Agreement or the provision of its efforts information utilized in connection therewith, except to arrange and consummate any Debt Financingthe extent resulting from, or by reason of information provided by or at the direction of the Company Entities or their respective Representatives, or to the extent that such liabilities, losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct, bad faith or gross negligence of the Company Entities or their respective Representatives.

Financing Cooperation. Upon In connection with the request of ParentDebt Financing, the Company Seller shall use commercially reasonable efforts to provide, and shall use its commercially reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange cause its Representatives, including legal and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall includeaccounting advisors, to the extent reasonably requested by Parent, commercially reasonable efforts to: provide (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide in all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness cases prior to the Effective TimeClosing), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by the Purchaser and that is necessary or customary and is reasonably requested by the Purchaser in connection with the Purchaser’s efforts to obtain the Debt Financing, including using commercially reasonable efforts to: (i) as promptly as practicable furnish the Purchaser with information regarding the Business customarily included in marketing materials for financings similar to the financings contemplated by the Debt Commitment Letter; (ii) upon reasonable prior notice, reasonably participate in a reasonable number of meetings, conference calls, presentations and roadshows with prospective lenders and investors, and drafting sessions and otherwise reasonably cooperate with customary marketing efforts for any of the debt financing contemplated by the Debt Commitment Letter; (iii) reasonably assist the Purchaser and the Lenders with the timely preparation of any customary bank information memoranda, lender presentations, investor presentations and similar customary documents for use in connection with the financing contemplated by the Debt Commitment Letter; (iv) cause the Transferred Entities to promptly execute and deliver to the Purchaser and the Lenders at least four Business Days prior to the Closing Date all documentation and other information with respect to the Business that is required in connection with the Debt Financing under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and the requirements of 31 C.F.R. §1010.230, provided that such documentation and other information is requested at least eight Business Days prior to the Closing Date; and (v) cause the Transferred Entities to execute and deliver as of Closing (but not prior to Closing) any guarantee, pledge and security documents, and other definitive financing documents, or other certificates or documents as may be reasonably requested by the Purchaser or the Lenders (but not including any certificate from any officer or employee of the Business with respect to solvency matters) it being understood that such documents will not take effect until the Closing, and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the financing contemplated by the Debt Commitment Letter (including using commercially reasonable efforts to deliver any original stock certificates and related powers and any information used original promissory notes and related powers to the extent intended to constitute collateral in respect of the Debt Financing), it being understood that such pledge and such documents with not take effect until the Closing; provided that, in connection therewith with complying with this Section 5.10(b), (A) none of the Seller, any of its Subsidiaries or any of their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents or other than information provided by Representatives shall be required to pay (or agree to pay) any commitment or other fee or incur any Liability with respect to matters relating to the Company Debt Financing or enter into any agreement in connection with the Debt Financing (except to the extent with regard to a Transferred Entity and effective upon or after the Closing), (B) the Seller and its Subsidiaries and their respective officers and employees shall not be required to take any action that would materially and unreasonably interfere with the operation of the business of the Seller or any of its Subsidiaries, (C) and all other actions taken by no such cooperation shall be required to the Companyextent that it would (i) cause any condition to Closing in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement, (ii) reasonably be expected to cause any director, officer or employee of the Seller or any of its Subsidiaries to incur any personal liability or (iii) cause any breach of any applicable Law or any Material Contract or organizational document to which the Seller or any of its Subsidiaries is a party, (D) Seller and its Subsidiaries other than the Transferred Entities shall not be required to enter into, execute, or approve any agreement or other documentation, or agree to any change or modification of any existing agreement or other documentation except as otherwise expressly contemplated by this Agreement, and (E) the only financial statements that the Seller or any of its Subsidiaries shall be required to deliver in connection with this Section 5.10(b) shall be the Financial Statements. Nothing in this Agreement will require the Seller or any of its Subsidiaries or any of its or their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep provide (or be deemed to require the Company informed on a reasonably current basis of the status Seller or any of its efforts Subsidiaries to arrange prepare) in connection with the Debt Financing (1) a third-party solvency opinion, (2) any legal opinions or (3) any projections, pro forma financial statements or proposed debt and consummate any equity capitalization that is required for such pro forma financial statements relating to the transactions contemplated hereby or the Debt FinancingFinancing (provided, customary information for Purchaser to prepare pro forma financial statements shall not be excluded by this clause (3)).

Financing Cooperation. Upon (a) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such assistance as reasonably requested by Parent in connection with financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of existing financing arrangements) as Parent may reasonably determine necessary or advisable in connection with the request completion of Parentthe Merger or the other transactions contemplated by this Agreement. Such assistance shall include, but not be limited to, the following: (a) providing such information and making available such personnel as Parent may reasonably request, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accounting firm for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722)) and all information regarding the Company and its Subsidiaries reasonably required for Parent to prepare pro forma financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type required by and in compliance with Regulation S-X and Regulation S-K promulgated under the Securities Act and related forms; (b) participation in, and assistance with, any marketing activities related to such financing; (c) participation by senior management of the Company in, and their assistance with, the preparation of rating agency presentations and meetings with rating agencies; (d) taking such actions as are reasonably requested by Parent or its financing sources to facilitate the satisfaction of all conditions precedent to obtaining such financing; and (e) assisting in any exchange transactions or consents with respect to the Company Indentures. Notwithstanding the foregoing, the Company and its Subsidiaries shall use its commercially reasonable efforts not be required pursuant to provide reasonable cooperation in connection with Parent’s efforts this Section 4.20 to arrange (1) enter into any letter, certificate, document, agreement or instrument (other than customary authorization and consummate any amendment to, representation letters and notices) that will be effective prior to the Closing (or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation will otherwise be effective if the Closing does not occur), (2) take any action to the extent it would unreasonably interfere with disrupt the ongoing business or operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall includethe Company Subsidiaries (taken as a whole) or require any of them to take any actions that would reasonably be expected to violate any applicable Legal Requirement, any Contract or their respective Organizational Documents, (3) provide any information to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, such information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information would not be required to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar provided pursuant to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective TimeSection 4.8(a), (d4) cooperate with respect to matters relating to pledges of collateral take any actions, or omit to take effect at an action, that would reasonably be expected to result in any personal liability for the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may beofficers, shall (i) be required to pay any commitment employees or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director stockholders of the Company or any of its Subsidiaries, (5) provide any information that cannot be provided without unreasonable burden or expense or (6) take any action, or omit to take an action, that would reasonably be expected to cause any representation, warranty or covenant in this Agreement to be breached by the Company or any of its Subsidiaries with respect (unless waived by Parent) or cause any closing condition set forth in Article V to fail to be satisfied. The Company hereby consents to Parent’s use of and reliance on any audited or unaudited financial statements relating to the Debt FinancingCompany and the consolidated Company Subsidiaries, including any filings that Parent desires to make with the SEC. In addition, the Company will use reasonable best efforts, at Parent’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. (b) Parent shall promptly, upon request by the Company, promptly reimburse the Company for all any reasonable and documented out of pocket costs and expenses (including reasonable attorneys’ feeslegal expenses but excluding costs of the Company’s preparation of financial information and financial statements in connection with its compliance with its periodic reporting obligations under the Exchange Act or otherwise in the ordinary course of business) incurred by the Company or any of its Subsidiaries or their respective Representatives (including reasonable attorneys’ and accountants’ fees) in connection with their respective obligations pursuant to, and any action taken (or not taken) in accordance with, this compliance with Section 5.13, and 4.20(a). Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, lossesfines, costsamounts paid in settlement, liabilities costs or expenses suffered arising out of or incurred by relating to any of them action taken (or not taken) in connection compliance with the arrangement of the Debt Financing and any information used in connection therewith Section 4.20(a) (other than to the extent any of the foregoing are incurred as a result of gross negligence, bad faith or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives). (c) All confidential information regarding the Company and its Subsidiaries provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub 4.20 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis terms of the status of its efforts to arrange and consummate any Debt FinancingConfidentiality Agreement.

Financing Cooperation. Upon (a) Prior to the request of ParentAcceptance Time, the Company shall, and shall use its commercially reasonable best efforts to cause its officers, employees, consultants and advisors, including legal and accounting advisors, to, provide reasonable to Parent such cooperation as may be reasonably requested by Parent in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“obtaining the Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations , including, (i) making senior management and advisors of the Company available to participate in a reasonable number of meetings, presentations, and its Subsidiaries. Such commercially reasonable efforts shall includedue diligence sessions with proposed lenders or placement agents, and in sessions with rating agencies, in each case at such times as coordinated reasonably in advance thereof, (ii) assisting Parent with Parent’s preparation of pro forma financial information and pro forma financial statements and other materials for rating agency presentations, bank information memoranda, financial projections and similar documents used in connection with the Debt Financing and providing customary estimates and other forward-looking financial information regarding the future performance of the business of the Company to the extent reasonably requested by the Debt Financing sources, and providing customary authorization and representation letters in connection therewith, (iii) executing and delivering definitive financing documents, including pledge and security documents, and certificates, management representation letters and other documents, to the extent reasonably requested by Parent, commercially reasonable efforts to: and otherwise reasonably facilitating the pledging of collateral (a) make available to prospective lendersprovided that, on a customary and reasonable basis and upon reasonable noticein each case, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist provided in preparation of customary offering or information documents to be used for the completion clause (iii) of the Debt Financingfirst sentence of Section 6.14(b), (c) assist in the obtaining of customary payoff letters and instruments of discharge such documents shall be subject to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect shall only be effective at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to after the Effective Time), (div) cooperate requesting and cooperating in obtaining customary lien terminations and instruments of discharge (the effectiveness of which shall be subject to the Closing and the occurrence of the Effective Time), relating to any indebtedness of the Company (it being understood and agreed that the Company’s obligations to provide payoff letters in respect of the Existing Loan Agreement are as set forth in Section 6.14(c) below), (v) providing reasonable access by Parent and any Debt Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company, (vi) assisting with due diligence activities relating to the Company’s financial and other information during normal business hours upon reasonable advance notice, (vii) furnishing to Parent and its Debt Financing sources all pertinent and customary financial and other information regarding the Company reasonably requested by Parent as promptly as practicable following such request (it being agreed that the fiscal year 2013 audited financial statements described in the immediately following clause (1) shall be furnished as soon as they become available and in any event no later than 75 days after December 31, 2013), including (1) the Company’s fiscal year 2013, 2012 and 2011 audited financial statements and (2) the Company unaudited consolidated balance sheets and related statements of income and cash flows for each fiscal quarter ended after the close of its fiscal year 2013 and at least 40 days prior to the Closing Date (viii) taking all actions reasonably requested to (A) permit the prospective lenders and placement agents involved in the Debt Financing to evaluate the Company’s assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account contracts and lock box arrangements in connection with the foregoing after the Acceptance Time, (ix) providing at least four (4) Business Days prior to the Acceptance Time all documentation and other information about the Company required by applicable “know your customer” and anti-money laundering rules and regulations including the USA Patriot Act to the extent requested at least eight (8) calendar days prior to the anticipated Acceptance Time and (x) subject to the occurrence of the Acceptance Time, taking all corporate actions necessary to permit consummation of the Debt Financing; provided, that nothing herein shall require (1) such cooperation to the extent it would interfere materially and unreasonably with the business or operations of the Company, (2) delivery of (A) any other financial information in a form not customarily prepared by the Company or (B) any financial information with respect to matters relating a fiscal period that has not yet ended, or (C) any financial statement with respect to pledges any fiscal quarter (other than the fourth quarter) prior to the date that is 40 days after the end of collateral the applicable fiscal quarter, unless, except in the case of clauses (A) and (C), such information is earlier reasonably available to take effect at the Company and reasonably requested by Parent, or (3) the taking of any action that would conflict with or violate (x) the Company’ Certificate of Incorporation or Bylaws, in each case that are not contingent upon the earlier of the Acceptance Time and the Effective Time or (y) any applicable Laws. The Company hereby consents to the use of its logos in connection with the Debt Financing; provided that such financinglogos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company or any of its logos and on such other customary terms and conditions as the Company shall reasonably impose, and Parent and its representatives shall cease all such use on the date of termination of this Agreement in the event that this Agreement is terminated in accordance with Section 8.01. (eb) assist Parent Nothing in obtaining customary legal opinions this Section 6.14 shall require the Company to be delivered (i) bear any out-of-pocket cost or expense that is not reimbursed pursuant to this Section 6.14(b) or pay any fee in connection with such financing and the Debt Financing, (fii) assist Parent in obtaining customary comfort letters and consents of incur any liability (or cause their respective directors, officers or employees to incur any liability) under the independent accountants of the Company and its Subsidiaries, including with respect Debt Financing prior to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (iiiii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related commitment that would be effective prior to the Debt FinancingEffective Time (other than such management representation letters and authorization letters with respect to information memoranda, (iii) unless promptly reimbursed by Parentauthorizing the distribution of information to prospective lenders and placement agents and containing customary representations that such information does not contain a material misstatement or omission, be required to incur any other expenses in connection with and that the Debt Financing or (iv) be required to take any action in his/her capacity as a director public-side versions of the Company or any of its Subsidiaries such documents, if any, do not include material non-public information with respect to the Debt FinancingCompany or its securities for purposes of federal securities laws). Furthermore, Parent shall promptlyshall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company or any of and its Subsidiaries or their respective Representatives representatives in connection with their respective obligations pursuant to, and in accordance with, to this Section 5.13, and 6.14. Parent shall indemnify and hold harmless the Company, its Subsidiaries Affiliates and their respective Representatives its representatives (collectively, the “Financing Indemnitees”) from and against any and all losses, damages, lossesclaims, costs, liabilities costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used utilized in connection therewith (other than any information provided in writing specifically for use by or on behalf of the Company or Company), in each case other than to the extent any of its Subsidiariesthe foregoing arises from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by a Financing Indemnitee (the obligations in this sentence, the “Financing Cooperation Indemnity”). The obligations of Parent in the foregoing sentence shall survive the consummation of the Merger and any termination of this Agreement. After the Effective Time, the Financing Cooperation Indemnity only may be amended or waived in respect of any Financing Indemnitee with the consent of such Financing Indemnitee. (c) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant The Company shall use reasonable best efforts to this Section 5.13. deliver to Parent and Merger Sub shall keep at least three (3) Business Days’ prior to the Acceptance Time, but in no event later than two (2) Business Days before the Acceptance Time, a payoff letter with respect to the Second Amended and Restated Loan and Security Agreement dated December 22, 2011 by and among the Company informed on a reasonably current basis and Oxford Finance LLC, Silicon Valley Bank and General Electric Capital Corporation (as amended, supplemented, or otherwise modified from time to time, the “Existing Loan Agreement”), which payoff letter shall substantially provide (subject to customary exceptions) (x) that upon receipt of the status payoff amount set forth in the payoff letter at or prior to the Effective Time, the respective indebtedness incurred thereunder and related instruments shall be terminated and (y) that all Liens (and guarantees), if any, in connection therewith relating to the assets, rights and properties of its efforts the Company securing such Indebtedness, shall be, upon the payment of the amount set forth in the payoff letter at or prior to arrange the Effective Time (and, if applicable, providing for letters of credit or cash collateral) be released and consummate any Debt Financingterminated. At or prior to the Effective Time (but subject to the Effective Time occurring), the Company shall pay off all amounts outstanding (including related fees and expenses) under the Existing Loan Agreement (up to the extent of cash available to the Company at such time).

Financing Cooperation. Upon Each of the request Entities shall, and shall cause each of Parenttheir respective officers, the Company shall use its commercially reasonable efforts to provide reasonable cooperation directors, employees, financial advisors, attorneys, accountants and other advisors, investment bankers and other representatives to, cooperate with Parent in connection with Parent’s efforts to arrange comply with its obligations under its existing borrowing facilities and any other financing Parent elects to use to consummate any amendment tothe financing of the transactions contemplated by this Agreement (collectively, or replacement or supplement of, Parent’s credit facilities (the “Debt Parent Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts cooperation shall include, to the extent reasonably requested by Parent, using commercially reasonable efforts to: to (ai) make available to provide direct contact between prospective lenders, financing sources and the appropriate officers and directors of the Entities (including participation in due diligence sessions) at reasonable times and on a customary and reasonable basis and upon reasonable notice, appropriate personnel number of the Company and its Subsidiariesoccasions, (bii) providecooperate with Parent’s preparation of confidential information memoranda, as promptly as reasonably practicablepreliminary offering memoranda, financial information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information other customary materials to be used in connection with obtaining such financing (including the preparation provision of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Timedue diligence materials), (diii) reasonably cooperate with the marketing efforts of Parent and its financing sources for such financing, including use of the Entities’ logos and participate in management presentation sessions, “road shows” and sessions with rating agencies at reasonable times and on a reasonable number of occasions, (iv) provide assistance in obtaining any consents of third parties necessary in connection with such financing, (v) provide assistance in extinguishing the Indebtedness of the Entities and releasing the Liens securing such indebtedness or other obligations, (vi) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (evii) assist cooperate with Parent in obtaining customary legal opinions from Parent’s counsel to be delivered in connection with such financing financing, and (fviii) assist Parent in obtaining customary comfort letters and consents the cooperation of the independent accountants of the Company and its SubsidiariesEntities in connection with such financing, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any delivery of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneysaccountants’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financingcomfort letters.

Financing Cooperation. Upon (a) During the request period from the date of Parentthis Agreement to the earlier of the Effective Time and the valid termination of this Agreement in accordance with its terms, the Company and the Company Subsidiaries shall, and the Company shall use its commercially reasonable best efforts to cause its and their Representatives to, provide reasonable to Parent and Sub all cooperation that is reasonably requested by Parent and that is customary in connection with Parent’s efforts the arrangement of debt and equity financings (including without limitation, any portion of the contemplated Financing) in acquisition transactions (including, without limitation, any post Effective Time refinancing thereof which may be commenced and/or undertaken by Parent and Sub during the period from the date of this Agreement to arrange the earlier of the Effective Time and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”the valid termination of this Agreement in accordance with its terms); provided provided, however, that no such requested cooperation does not may unreasonably interfere with the ongoing operations of the Company and its the Company Subsidiaries. Such commercially reasonable efforts cooperation shall include, without limitation, (i) furnishing Parent, Sub and their Financing Sources as promptly as practicable with financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested in writing by Parent and identifying any portion of such information that constitutes material non-public information, (ii) in each case, upon reasonable notice and in reasonably convenient locations, making senior management of the Company available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective financing sources, investors and rating agencies in connection with the extent Financing, (iii) assisting with the preparation of customary materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda, prospectuses and all other material to be used in connection with the Financing (including customary authorization and management representation letters) and all documentation and other information required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, (iv) using reasonable best efforts to obtain accountant’s comfort letters as reasonably requested by Parent, commercially reasonable efforts to: (av) make taking all corporate actions, including filing for any required consents or approvals, subject to and only effective upon the occurrence of the Effective Time, required to permit the consummation of the Financing and to permit the proceeds thereof to be made available to prospective lendersthe Surviving Corporation immediately after the Effective Time, on a customary (vi) providing, as soon as prepared and reasonable basis and upon reasonable noticemade available to the Company management team, appropriate personnel unaudited consolidated monthly financial statements of the Company (excluding footnotes) consisting of a balance sheet, income statement and its statement of cash flows, (vii) filing a Quarterly Report on Form 10-Q within forty-five (45) calendar days after the end of each fiscal quarter end, which shall comply as to form in all material respects with the applicable requirements of the Exchange Act and shall contain the Company’s unaudited financial statements, (viii) permitting officers of the Company who will be officers of the Surviving Corporation after the Effective Time to execute and deliver any pledge and security documents, other definitive financing documents or other certificates or documents (but in each case, not effective prior to the Effective Time) as may be reasonably requested by Parent (including a certificate of the chief executive officer or chief financial officer of the Company with respect to solvency matters and using reasonable best efforts to obtain consents of accountants to use their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, including without limitation, by taking all necessary action to facilitate the elimination of any Lien on any of the properties or assets of the Company or any of the Company Subsidiaries, other than Permitted Liens, (bix) providepromptly after providing to any agent or lender under the Existing Credit Agreements, providing true and correct copies of any borrowing base certificates, compliance certificates and/or other notices, certificates and documents provided to any agent or lender from time to time under or pursuant to any of the Existing Credit Agreements (and/or under or pursuant to any of the collateral or security Contracts related to any of the Existing Credit Agreements), (x) providing, as promptly soon as reasonably practicableprepared and made available to the Company management team following the completion of each week, weekly sales and gross margin information relating with respect to the Company and its the Company Subsidiaries in the format that such information is currently prepared by the Company and the Company Subsidiaries, (xi) with respect to the Owned Real Property, providing Parent copies of any financing institutions contemplated existing title policies and surveys in the possession or under the direction or control of the Company or any Company Subsidiary, and permitting officers of the Company who will be officers of the Surviving Corporation after the Effective Time to arrange and/or provide execute and deliver usual and customary deeds conveying all or any portion of the Debt Financing Owned Real Property to the purchaser thereof, usual and customary survey affidavits of “no-change” to the title company (with respect to any Owned Real Property with no changes from the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects date of the Company existing survey) and its Subsidiaries reasonable and customary documents for financings similar the issuance of title policies, including owners’ affidavits, transfer tax documents and corporate authority documents, (xii) in connection with the PLCC Portfolio Sale, provide to the Debt Financing) to the extent Parent and Sub all cooperation and information that is reasonably requested by Parent and/or the Financing Sources to assist in preparation of and that is customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents the arrangement of the independent accountants of the Company and its Subsidiariesa private label credit card portfolio sale, including with respect to the auditor consents without limitation, usual and customary compliance information and financial information, and cooperation in making and filing any required notices or filings in connection with any filings with obtaining any required consent or approval of any Governmental Authority in connection therewith and (xiii) otherwise taking reasonable actions within its control to cooperate in satisfying the SEC. Anything conditions precedent set forth in this Section 5.13 the Debt Commitment Letter or any definitive document related to the contrary notwithstandingFinancing or any condition precedent to obtaining the proceeds of the Financing contemplated by any of the Permissive Debt Financings; provided, however, that (A) no obligation of the Company or any of its Subsidiaries under any certificate, agreement, notice or other document or instrument shall be effective until the Effective Time occursTime, neither and none of the Company nor or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Subsidiaries shall (i) be required to pay or incur any liability for any commitment or other similar fee, (ii) enter into any definitive agreement pay or have incur any liability for any expense (other than as provided in this Agreement) or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses obligation or liability in connection with the Debt Financing prior to the Effective Time and (B) neither the Company nor any Company Subsidiary, nor any of their respective directors or (iv) officers shall be required to take any action to authorize or approve the Financing (or any Alternative Debt Financing) prior to the Effective Time. (b) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, service marks or logos in his/her capacity as connection with the Debt Financing; provided that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights and provided that in each instance the use of its and its Subsidiaries’ trademarks, service marks or logos is first submitted to and approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed). (c) Nothing in this Section 7.09 shall require such cooperation to the extent it would (i) cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise cause any breach of this Agreement (unless waived by Parent), (ii) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Company’s organizational documents or any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party (in each case prior to the Effective Time) or (iii) result in any officer or director of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing. . (d) Parent shall promptly, upon request by the Company, reimburse the Company for all of its documented reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company, the Company or any of its Subsidiaries or and their respective Representatives in connection with their respective obligations pursuant to, and any cooperation expressly required by or requested in accordance with, with this Section 5.13, 7.09. Parent and Sub shall indemnify and hold harmless the Company, its Subsidiaries Affiliates and their respective Representatives from for and against any and all damagesliabilities, losses, costsdamages, liabilities or expenses claims, reasonable costs and expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than arising from (x) fraud, gross negligence, willful misconduct or intentional misrepresentation by the Company or any Company Subsidiary or (y) misstatements or omissions in written historical information of the type prepared by the Company and the Company Subsidiaries in the ordinary course of business that is provided by the Company or any Company Subsidiary specifically for use in connection with the Debt Financing) to the fullest extent permitted by applicable Law and with appropriate contribution to the extent such indemnification is not available, and the Limited Guarantee shall guarantee the obligations of its Subsidiaries) Parent and all other actions taken by the Company, its Subsidiaries and their respective Representatives Sub pursuant to this paragraph of this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing7.09.

Financing Cooperation. Upon (a) In connection with any contemplated obtainment of Debt Financing, prior to the request of ParentClosing, at Buyer’s expense to the Company extent subject to the expense reimbursement provisions in Section 7.22(b), Seller shall use its commercially reasonable efforts to provide (and shall use commercially reasonable efforts to cause its Representatives to provide) to Buyer (at Buyer’s sole expense) such cooperation as may be reasonably requested by Buyer to assist them in arranging the Debt Financing. provided, that such requested cooperation does not require the Seller or any of its Affiliates to (A) engage in any action that would adversely interfere with the business or operations of the Seller or such Affiliate or (B) pay any fee or incur any other liability in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“the Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts cooperation shall include, to the extent reasonably requested by Parent, commercially reasonable efforts but not be limited to: (a) make available to prospective lenders, furnishing on a customary and reasonable confidential basis and upon reasonable notice, appropriate personnel of the Company to Buyer and its SubsidiariesRepresentatives and the Financing Sources, within a reasonable time period consistent with the Seller’s past practice, such historical financial information and other pertinent historical information regarding the Business, the Purchased Assets and the Assumed Obligations as may be reasonably requested by Buyer in connection with the Debt Financing; provided that such assistance shall be limited solely with respect to information and data derived from the Seller’s historical books and records; (b) provide[reserved] (c) participation in a reasonable number (with reasonable advance notice) of meetings, presentations, road shows, due diligence sessions and drafting sessions with prospective lenders and with rating agencies, including direct contact between senior management of Seller, on the one hand, and the actual and potential Financing Sources, on the other hand, and other customary syndication activities, (d) facilitating the granting of a security interest (and perfection thereof) in collateral, and the preparation of guarantees, mortgages, other definitive financing documents or other certificates or documents as promptly as may reasonably practicablebe requested by Buyer, information relating including obtaining releases of existing liens; provided that any granting of security interests (and perfection thereof) in collateral, obligations related to any guarantees, mortgages, other definitive financing documents or other certificates or documents and releases of liens contained in all such agreements and documents shall be, in each case, subject to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion occurrence of the Closing, (e) cooperating in satisfying the conditions precedent set forth in the Debt Financing Commitment Letter to the extent satisfaction of any such condition is within the control of Seller, (f) providing information regarding the “Financing Sources”Business, the Purchased Assets and the Assumed Obligations as may be reasonably requested by the Buyer to assist Buyer in preparing materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses (registered or otherwise) and similar documents reasonably and customarily used to complete the Debt Financing, (including information g) using commercially reasonable efforts to be used assist Buyer in the preparation of a customary pro forma financial statements; provided, that neither the Seller or its Representatives shall be required to provide any such assistance with respect to financial information package regarding or statements relating to (A) the business, operations, financial condition, projections and prospects determination of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion proposed aggregate amount of the Debt Financing, the interest rates thereunder or the fees and expenses relating thereto; (cB) assist in the obtaining determination of customary payoff letters and instruments of discharge any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be delivered at Closing incorporated into any information used in connection with the Debt Financing; or (C) any adjustments that are not directly related to allow for the payoff, discharge and termination in full on the Closing Date acquisition of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing Purchased Assets; provided further that (x) such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company assistance shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate be limited solely with respect to matters relating to pledges of collateral to take effect at information and data derived from the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing Seller’s historical books and records and (fy) assist Parent in obtaining customary comfort letters neither Seller nor its Representatives shall be required to certify or attest to any such pro forma financial statements or other forecasted information; and consents of the independent accountants of the Company and its Subsidiaries, including with respect (h) to the auditor consents in connection with any filings with extent required by the SEC. Anything Financing Sources, providing customary authorization letters authorizing the distribution of information to prospective Financing Sources regarding the Business, subject to customary terms and conditions. (b) Nothing in this Section 5.13 7.22 will require the Seller to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required waive or amend any terms of this Agreement or agree to pay any commitment fees or other similar fee, reimburse any expenses for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Buyer; (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, agreement; (iii) unless promptly reimbursed by Parent, be required to incur give any other expenses indemnities in connection with the Debt Financing or Financing; (iv) be required to take any action that, in his/her capacity as a director the good faith determination of the Company Seller, would unreasonably interfere with the conduct of the business of the Seller and its Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Seller or any of its Subsidiaries with respect Affiliates; (v) adopt resolutions (whether by the board of directors of the Seller or otherwise) approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained; or (vi) provide any assistance or cooperation that (A) would cause any representation or warranty in this Agreement made by Seller to be breached, or (B) cause any conditions to Closing set forth in Article VIII to fail to be satisfied by the Termination Date or otherwise result in a breach of this Agreement by Seller that would provide Buyer the right to terminate this Agreement (unless waived by Buyer). In addition, any bank information memoranda and high-yield offering prospectuses or memoranda required in relation to the Debt FinancingFinancing will contain disclosure reflecting the Buyer or one or more Affiliates of Buyer as the obligor. Parent Nothing in this Section 7.22 will require any Representative of the Seller or any of its Affiliates to deliver any document, or take any action that could reasonably be expected to result in personal liability to such Representative. Buyer shall promptly, upon request by the CompanySeller (and in any event within 10 Business Days of such request), reimburse the Company Seller for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company Seller or any of its Subsidiaries or their respective Representatives Affiliates (including reasonable and documented attorneys’ fees and accountants’ fees) in connection with their respective obligations pursuant to, and in accordance with, its cooperation contemplated by this Section 5.13, and 7.22. (c) Buyer shall indemnify and hold harmless the Company, Seller and its Subsidiaries Affiliates and their respective Representatives directors, officers and employees from and against any and all damages, losses, costs, liabilities or expenses Losses suffered or incurred by any of them in connection with the arrangement and completion of any Debt Financing, capital markets transactions or related transactions by Buyer in connection with financing the transactions contemplated hereby and any information utilized in connection therewith. This Section 7.22(c) shall survive the consummation of the Closing and any termination of this Agreement, and is intended to benefit, and may be enforced by, the officers and directors of the Seller and its Affiliates and their respective heirs, executors, estates and personal representatives who are each third party beneficiaries of this Section 7.22(c). (d) Notwithstanding anything to the contrary contained herein, no Seller Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing Commitment Letter or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Debt Financing Commitment Letter or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Closing, the foregoing will not limit the rights of the parties to the Debt Financing Commitment Letter. In addition, in no event will any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature. (e) Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that receipt of the Debt Financing and any information used in connection therewith (other than information provided is not a condition to its obligation to consummate the transaction contemplated by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingAgreement.

Financing Cooperation. Upon (a) Subject to the request limitations set forth in Section 5.9(b), from the date hereof the through the earlier of Parentthe Closing Date and the date this Agreement is terminated, the Company shall, and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to provide cause its and their respective Representatives, including legal, Tax, regulatory and accounting Representatives, to use commercially reasonable efforts to provide, on a timely basis, all reasonable cooperation requested by Parent in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities debt financing sought by Parent in connection with the Mergers (the “Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, including, to the extent reasonably requested by Parent, commercially reasonable efforts to: Parent (aand subject to the limitations set forth in Section 5.9(b)): (i) make available to prospective lenders, on a customary promptly providing Parent with such financial and reasonable basis and upon reasonable notice, appropriate personnel of other pertinent information regarding the Company and its SubsidiariesSubsidiaries as Parent shall reasonably request in order to consummate the Financing; (ii) assisting in the preparation of customary marketing materials and cooperating with the marketing efforts for the Financing, (biii) providesubject to Section 5.9(e), taking actions reasonably requested by Parent in connection with the payoff of existing indebtedness of the Company Entities on the Closing Date and the release of related Liens on the Closing Date (including obtaining customary payoff letters, lien terminations and other instruments of discharge with respect to the Company Debt Instruments (as promptly defined below)), (iv) causing the taking of corporate and organizational actions reasonably necessary to permit the completion of the Financing, (v) providing cooperation with the Financing Sources’ and their respective agents’ due diligence investigation as reasonably practicablerequested by such Persons and as is customary in connection with lending or capital markets transactions, and using commercially reasonable efforts to cause its certified independent auditors to provide customary cooperation in connection with the Financing, including providing customary consents, reports and comfort letters for the financial information related to the Company Entities, (vi) providing the documentation and other information as reasonably requested by Parent for the purposes of (A) applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in connection with the Financing and (B) procuring corporate and facilities ratings for the Financing, (vii) executing and delivering definitive financing documents, including any pledge agreements, guarantees and collateral documents, reasonably requested by Parent in connection with the Financing or other financing; (viii) providing customary projected financial information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent Entities as reasonably requested by Parent and/or to permit Parent to prepare pro forma financial statements required for the Financing or other financing; and (ix) taking actions reasonably requested by Parent to (A) permit the Financing Sources and prospective Financing Sources to assist in preparation of customary offering or information documents to be used evaluate the Company Entities and the assets, business, cash management and accounting systems, policies and procedures relating thereto, including inventory appraisals and field audits, for the completion purpose of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of establishing collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing arrangements and (fB) assist Parent in obtaining customary comfort letters establish bank and consents of the independent accountants of the Company other accounts and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses blocked account contracts and lock box arrangements in connection with the Debt Financing foregoing after the Closing. All non-public or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by otherwise confidential information regarding the Company or any of its Subsidiaries or their respective Representatives Affiliates obtained by Parent, Merger Sub, or any Financing Source pursuant to this Section 5.9(a) shall be kept confidential in accordance with the Confidentiality Agreement. (b) Notwithstanding anything in Section 5.9(a) to the contrary, none of the Company Entities shall be required to (i) agree to pay any commitment or other fees or expenses prior to the Closing in connection with their respective obligations the Financing, (ii) incur any liability or give any indemnity in connection with the Financing prior to the Closing, except for expenses reimbursed under Section 5.9(c), (iii) take any action that would require any director, officer, manager, general partner or employee of any Company Entity to execute or authorize any document, agreement, certificate or instrument that would be effective prior to the Closing, (iv) take any action that would unreasonably interfere with the ongoing business or operation of the Company Entities, (v) take any action that would (A) conflict with or violate the Constituent Documents of any of the Company Entities then in effect or any applicable Law or (B) result in a violation of any material Contract to which it is a party (including the Company Debt Instruments (as defined below)) or any confidentiality agreement or result in the loss of any legal or other privilege (provided, that the Company shall give notice to Parent of the fact that it is withholding information pursuant toto this clause (v)), and (vi) cause any director, officer or employee of any Company Entity to incur any personal liability, (vii) cause any director (or similar manager or governing body) of the Company Entities to pass any resolutions or take any similar action approving the Financing or any documentation with respect to the Financing prior to the Closing if such resolutions or action would be effective prior to the Closing, (viii) involve consenting to the pre filing of financing statement or other perfection documents or any grant of Liens or other encumbrances prior to the Closing, (ix) (A) give representations or warranties which are not conditioned on the occurrence of the Closing Date or (B) approach any third parties prior to the Closing to discuss agreements limiting the rights of such third parties, (x) waive or amend any terms hereof, (xi) (A) prepare any projections, pro forma financial information or any other forward-looking information or (B) provide any financial or other information that is not readily prepared, or which is not unduly burdensome for the Company Entities to prepare at the time requested by Parent, (xii) deliver any financial statements in accordance witha form or subject to a standard different than those of the Company Entities available to Parent on or prior to the date hereof, this Section 5.13(xiii) deliver any legal opinions reliance letters, and (xiv) require any meetings other than (A) “virtual” (i.e., video chat) meetings that do not require the use of specialized hardware or (B) telephonic meetings or (xv) provide any cooperation that is not customary for capital markets transactions or the obtaining and/or arranging of asset-based revolving credit facilities from commercial banks. (c) Parent shall indemnify and hold harmless the Company, its Subsidiaries Company Entities and their respective Representatives directors, officers, employees, equityholders, Representatives, advisors and Affiliates from and against any and all damagesout-of-pocket costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, costsclaims, liabilities or expenses damages suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used utilized in connection therewith except to the extent any such cost or expense, judgment, fine, loss, claim, or damage results from the bad faith, willful misconduct or gross negligence of Company Entities or their respective Representatives. Parent shall reimburse the Company upon written request therefor for any reasonable and documented out-of-pocket costs or expenses incurred or otherwise payable by the Company Entities or any of their respective directors, officers, employees, equityholders, Representatives, advisors and Affiliates in connection with the Financing and any cooperation provided in connection with the Financing. (d) On or prior to the Closing, the Company shall deliver a customary payoff letter (each, a “Payoff Letter”) to Parent, executed by the lenders (or the applicable agent on behalf of such lenders) under each Contract or other evidence of Indebtedness listed in Section 5.9(d) of the Company Disclosure Schedule (the “Company Debt Instruments”), a draft of which shall be provided to Parent no less than three (3) Business Days (or such later time as Parent may reasonably agree) prior to the anticipated Closing Date. Each Payoff Letter shall (i) be customary in form and substance, (ii) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the applicable Company Debt Instrument as of the anticipated Closing Date (each, a “Payoff Amount”) and (iii) provide that upon receipt of such Payoff Amount (A) such Company Debt Instrument and all related loan documents shall be terminated (other than information provided provisions that by the express terms thereof survive termination) and (B) all Liens and all guarantees in connection therewith related to any Company Entity or any of its Subsidiariesassets or properties shall be automatically released. (e) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed that (i) it shall not be a condition to the obligations of Parent or Merger Sub to pay all other actions taken by the Company, its Subsidiaries and of their respective Representatives pursuant payment obligations hereunder and consummate the transactions contemplated by this Agreement or any of Parent’s or Merger Sub’s other obligations under this Agreement that Parent or Merger Sub obtain or have access to this Section 5.13. any Financing or capital markets transaction and (ii) neither the obtaining, availability nor funding of any Financing or capital markets transaction of any kind shall constitute a condition to the obligation of Parent and Merger Sub to timely consummate the transactions contemplated by this Agreement as and when required hereby. The Company’s breach of, or failure to perform or comply with its obligations under, this Section 5.9 shall keep the Company informed on not be considered a reasonably current basis breach of, or a failure to perform or comply with, a covenant or agreement hereunder for purposes of the status of its efforts to arrange and consummate any Debt FinancingSection 6.2(b) as long as such breach or failure was not a Willful Breach.

Financing Cooperation. Upon (a) Prior to the request of ParentEffective Time, the Company shall, and shall cause its Representatives to, use its commercially reasonable efforts to provide reasonable to Parent and Merger Sub all cooperation that is reasonably requested by Parent in connection with Parent’s efforts any debt financing used to arrange consummate the Merger and consummate any amendment toother transactions contemplated hereby and thereby; provided, however, that, notwithstanding anything in this Section 6.19 to the contrary, no such requested cooperation may unreasonably or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably materially interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts cooperation shall include, without limitation, (i) to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lendersthe Company, on a customary furnishing Parent and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, Merger Sub as promptly as reasonably practicable, practicable with financial and other pertinent information relating to regarding the Company and its Subsidiaries to any consummate the debt financing institutions contemplated to arrange and/or provide all or as may be reasonably requested in writing by Parent and identifying any portion of the Debt Financing such information that constitutes material non-public information (the information described in this clause (i) together with the customary authorization and management representation letters referenced in clause (ii) below, being referred to as the “Financing SourcesRequired Information”), (ii) making senior management of the Company available at mutually agreeable times to participate in a reasonable number of meetings, presentations, due diligence sessions, and sessions with prospective lenders, investors and rating agencies in connection with any debt financing used to consummate the Merger and any other transactions contemplated hereby, (including iii) assisting with the preparation of customary materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda and all other material to be used in connection with any debt financing used to consummate the preparation of a Merger and any other transactions contemplated hereby (including customary authorization and management representation letters) and all documentation and other information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001 and requested in writing by Parent, (iv) permitting officers of the Company who will be officers of the Surviving Corporation after the Effective Time to the Debt Financing) to the extent execute and deliver any pledge and security documents, other definitive financing documents or other certificates or documents as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion (including a certificate of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date chief executive officer or chief financial officer of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to solvency matters and using reasonable efforts to obtain consents of accountants at the sole cost of Parent to use their reports in any materials relating to pledges any debt financing used to consummate the Merger and any other transactions contemplated hereby) and otherwise reasonably facilitating the pledging of collateral (subject to take effect at the Effective Time in connection with such financingcustomary funds certain limitations); provided, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants however, that no obligation of the Company and or any of its SubsidiariesSubsidiaries under any such certificate, including with respect document or instrument to which the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, Company is a party shall be effective until the Effective Time occurs, neither and (v) otherwise cooperating with Parent and Merger Sub in satisfying the conditions precedent set forth in any definitive document related to any debt financing used to consummate the Merger and any other transactions contemplated thereby to the extent within the reasonable control of the Company. None of the Company nor or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Subsidiaries shall (i) be required to pay any commitment or other similar fee, pay any expense or incur any other liability in connection with any debt financing used to consummate the Merger and any other transactions contemplated hereby prior to the Effective Time. (b) The Company hereby consents to the use of its and its Subsidiaries’ trademarks, service marks or logos in connection with any debt financing used to consummate the Merger and any other transactions contemplated hereby; provided that such trademarks, service marks or logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights. (c) The Company shall use commercially reasonable efforts to periodically update or correct any Required Information in order to ensure that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements contained therein not materially misleading. (d) Nothing in this Section 6.19 shall require such cooperation to the extent it would (i) cause any condition to Closing set forth in Article 7 to fail to be satisfied or otherwise cause any breach of this Agreement (unless waived by Parent) or otherwise impair or delay the parties’ obligations under this Agreement, including the consummation of the Merger, (ii) enter into any definitive agreement or have any liability require the Company or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required of its Subsidiaries to take any action that will conflict with or violate the Company’s organizational documents or any Applicable Laws or result in his/her capacity as the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Contract to which the Company or any of its Subsidiaries is a party (in each case prior to the Effective Time) or (iii) result in any equity holder, officer or director of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to any debt financing used to consummate the Debt Financing. Merger and any other transactions contemplated hereby. (e) Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives in connection with any cooperation required by or requested in accordance with this Section 6.19. The Buyer Entities and Merger Sub shall indemnify and hold harmless the Company, its Affiliates and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of any debt financing used to consummate the Merger and any other transactions contemplated hereby (other than arising from fraud, gross negligence, willful misconduct or intentional misrepresentation) to the fullest extent permitted by Applicable Law and with appropriate contribution to the extent such indemnification is not available. (f) Each Buyer Entity acknowledges and agrees that, none of the Company, its Subsidiaries or their Representatives shall have any responsibility for, or incur any liability to, any Person under, any debt financing that a Buyer Entity or Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 5.136.19; provided, that upon the Closing the Company and its Subsidiaries may become guarantors or otherwise have obligations under the Buyer Entities’ debt financing. Parent All information provided pursuant to this Section 6.19 shall be deemed Evaluation Material (as such term is defined in the Confidentiality Agreement) and be governed by the terms of the Confidentiality Agreement. (g) Each Buyer Entity and Merger Sub acknowledges and agrees that (i) its obligation to consummate the Merger and the transactions contemplated by this Agreement shall keep not be conditioned in any respect on the performance by the Company informed on a reasonably current basis or any other Person of any of the status covenants contained in this Section 6.19, and (ii) none of its efforts the Buyer Entities nor Merger Sub shall be entitled to arrange and consummate any Debt Financingremedies, whether at law or in equity (including pursuant to Section 8.02 or Section 9.09) in the event of any failure by the Company or any other Person to perform in any respect any of the covenants contained in this Section 6.19.

Financing Cooperation. Upon Until the request one-year anniversary of Parentthe Closing Date, the Company Seller and its Representatives shall use its commercially reasonable efforts to provide reasonable cooperation (including with respect to timeliness) in connection with Parent’s efforts to arrange and consummate the arrangement of any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent debt financing as may be reasonably requested by ParentBuyer including, commercially reasonable efforts to: without limitation, (ai) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company promptly furnishing Buyer and its Subsidiariesfinancing sources with the financial information of Seller and any pertinent information regarding the Business as may be reasonably requested by Buyer to consummate such debt financing, (bii) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used assisting Buyer in the preparation of a business projections, pro forma financial information, bank information, memoranda, customary authorization letters, customary syndication documents and materials, including confidential information package regarding memoranda, lender and investor presentations, rating agency presentations and similar documents for any portion of such debt financing, (iii) promptly providing or executing and delivering (and upon the businessBuyer’s reasonable request, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financingnegotiating) to the extent other documents or taking such actions as promptly as practicable that may be reasonably requested by Parent and/or Buyer to facilitate the Financing Sources satisfaction on a timely basis of all conditions to assist obtaining such debt financing and (iv) reasonably cooperating in preparation of customary offering satisfying the conditions precedent set forth in any definitive document relating to such debt financing; provided, that (i) neither the Seller nor its Representatives shall be required to incur any liability or information documents to be used for the completion of the Debt Financing, obligation (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no including any obligation to pay any commitment or discharge other fee) in respect of any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered assistance provided in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company Buyer shall reimburse Seller and its SubsidiariesRepresentatives, including with respect to the auditor consents as applicable, for all reasonable, actual and documented out-of-pocket costs incurred by Seller on account of services that Seller cannot reasonably perform internally in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee5.13, (ii) enter into any definitive agreement rating agency presentations, bank information memoranda, financing marketing materials or have any liability similar documents required or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses used in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of financing shall contain customary disclosures exculpating the Company or any of Seller and its Subsidiaries Representatives with respect to any liability related to the Debt Financing. Parent shall promptly, upon request contents or use thereof by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant torecipients thereof, and in accordance with, this Section 5.13, and (iii) nothing herein shall indemnify and hold harmless require such cooperation to the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection extent it would interfere unreasonably with the arrangement business or operations of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingSeller.

Financing Cooperation. Upon (i) Prior to the request Closing or termination of Parentthis Agreement in accordance with Article VIII, subject to actions taken in response to COVID-19 Measures, the Company shall use its commercially reasonable efforts to provide provide, shall cause each of the Company Subsidiaries and its and their respective employees and officers to use commercially reasonable cooperation in connection with Parent’s efforts to arrange provide, and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with shall use commercially reasonable efforts to cause the ongoing operations directors and other Representatives of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel Representatives of each of the Company and its Subsidiaries, (b) Subsidiaries to provide, as promptly as reasonably practicablein each case at Parent’s sole expense, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) cooperation to the extent reasonably requested by Parent and/or in connection with the Financing Sources arrangement of any debt financing in connection with the transactions contemplated hereby, including using commercially reasonable efforts to: (A) cause the senior management of the Company and the Company Subsidiaries to assist participate at reasonable times in a reasonable number of meetings, drafting sessions, presentations and due diligence sessions with prospective financing sources, investors and ratings agencies, in each case, upon reasonable advance notice (provided that such participations may be over conference call or other electronic means and need not be in person), (B) reasonably cooperate with Parent’s marketing efforts in connection with any debt financing, including executing and delivering customary authorization letters and assisting Parent in the preparation of bank information memoranda, lender presentations and other customary offering or information documents marketing materials and rating agency materials to be used for in connection with the completion arrangement of any debt financing (including a version of such marketing materials that does not contain any material non-public information with respect to the Company and the Company Subsidiaries), (C) furnish Parent with historical financial statements of the Debt FinancingCompany and the Company Subsidiaries required as a condition to the funding of any debt financing, (cD) assist provide Parent with information reasonably necessary to complete customary perfection certificates and customary schedules to loan documents as may be reasonably requested by Parent, (E) reasonably facilitate the pledging of collateral as of (but not prior to) the Closing, (F) provide, at least four (4) Business Days prior to the Closing Date, all documentation and other information about the Company and the Company Subsidiaries as is required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent requested by Parent in writing at least nine (9) Business Days prior to the obtaining of customary payoff letters Closing Date, (G) execute and instruments of discharge to be delivered at Closing to allow for the payoffdeliver, discharge and termination in full on the Closing Date Date, any customary credit agreements, pledge and security documents, guarantees or other definitive financing documents or other requested certificates, including a customary solvency certificate duly executed by the chief financial officer of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit FacilitiesSurviving Corporation, in each case solely to take effect the extent the applicable officers executing and delivering any such documents and certificates will continue in their respective positions from and after the Closing Date, (H) reasonably facilitate the pledging of collateral, including any possessory collateral, (I) take, on the Closing Date, corporate actions to permit the consummation of the debt financing and to permit the proceeds thereof to be made available to the Surviving Corporation at the Effective Time (Time, it being understood that the Company shall have no obligation to pay or discharge any such indebtedness corporate action will take effect prior to the Effective TimeClosing and that the Company Board will not approve any debt financing prior to the Closing Date, and (J) cooperate with, and take all actions reasonably requested by, Parent in order to facilitate the termination and payoff of the commitments under the Existing Credit Facility at Closing upon or simultaneously with the funding of any debt financing, in accordance with the Debt Payoff Letter. (ii) Notwithstanding anything to the contrary in this Section 6.14(b), no action contemplated in this Section 6.14(b) shall be required if any such action shall: (dA) cooperate unreasonably interfere with the business or ongoing operations of the Company or the Company Subsidiaries; (B) reasonably be expected to result in the waiver or loss of attorney-client privilege, work product doctrine or similar privilege, breach any material Contract or contravene any applicable Law; (C) involve the entry into any definitive agreements with respect to matters any debt financing or the execution and delivery of any pledge or security documents, certificates, documents or instruments relating to pledges the provision of collateral guarantees and collateral, in each case that would be effective prior to take effect at the Effective Time in connection with such financingClosing Date (excluding, (e) assist Parent in obtaining customary legal opinions for the avoidance of doubt, any authorization letters to be delivered in connection with such financing and any debt financing); (fD) assist Parent in obtaining customary comfort letters and consents of require the independent accountants Company or any of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor Subsidiaries or any of their respective officers Representatives to provide any legal opinions; (E) require the Company or directors, as any of the case may be, shall (i) be required Company Subsidiaries to pay any commitment out-of-pocket fees or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related expenses prior to the Debt FinancingClosing that are not subject to reimbursement by Parent pursuant to Section 6.14(b)(iii); (F) cause any director, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing officer or (iv) be required to take any action in his/her capacity as a director employee of the Company or any of its Subsidiaries with respect to incur any personal liability; (G) require the Company or any of the Company Subsidiaries to prepare any (w) pro forma financial information, including pro forma cost savings, synergies, capitalization, or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information other than as provided under Section 6.14(b)(i)(C), (x) any description of all or any component of any debt financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes,” (y) projections, risk factors, or other forward-looking statements or any other information of the type required by Rule 3-09, Rule 3-10, or Rule 3-16 of Regulation S-X, or (z) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K; (H) require the Company or any of the Company Subsidiaries to take any corporate action or adopt corporate resolutions related to or approving any debt financing, unless (x) the directors, managers, members or other appropriate persons taking such action or adopting such corporate resolutions are to continue to serve in such capacities from and after the Effective Time and (y) such corporate actions or resolutions are only effective as of, the Effective Time; or (I) cause any condition to the Debt FinancingClosing set forth in Article VII to fail to be satisfied. The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos in connection with any debt financing solely to the extent used in a manner that is not intended or reasonably likely to harm or disparage the reputation or goodwill of the Company or any of the Company Subsidiaries, or any of their respective Intellectual Property. Notwithstanding anything to the contrary herein, the condition precedent set forth in ‎‎‎Section 7.3(b), as it applies to the Company’s obligations under Section 6.14(b)(i), shall be deemed satisfied unless (i) any applicable debt financing has not been obtained in substantial part as a result of a willful and material breach by the Company of its obligations under Section 6.14(b)(i), and (ii) Parent has notified the Company of such willful and material breach in writing a reasonably sufficient amount of time prior to the Closing to afford the Company with a reasonable opportunity to cure such willful and material breach. (iii) Parent shall promptly, upon request by the Company, (A) promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its the Company Subsidiaries or their respective Representatives in connection with their respective obligations pursuant tothe cooperation provided for in Section 6.14(b)(i), and in accordance with, this Section 5.13, and shall (B) indemnify and hold harmless the Company, its Company and the Company Subsidiaries and their respective Representatives from and against any and all damagesliabilities, claims, losses, damages, costs, liabilities or expenses expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by any of them in connection with the arrangement or consummation of any debt financing or the Debt Financing cooperation provided for in Section 6.14(b)(i), except to the extent any such liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments or penalties arise out of or result from (x) the gross negligence, bad faith or willful misconduct, (y) a willful and any information used in connection therewith (other than information provided by the Company or any material breach of its SubsidiariesSection 6.14(b)(i) and all other actions taken by the Company, its the Company Subsidiaries and or their respective Representatives or (z) any historical financial information pertaining to any of the Company, the Company Subsidiaries or their respective Representatives, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Company shall not have any liability to Parent or Merger Sub in respect of any financial statements, financial information, data or other information provided pursuant to this Section 6.14(b). (iv) Parent and Merger Sub acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to consummate the Closing subject to the terms and conditions hereof, are not conditioned on obtaining debt financing. (v) All confidential, proprietary or non-public information regarding the Company obtained by Parent or its Representatives pursuant to this Section 5.13. Parent and Merger Sub 6.14 shall keep be kept confidential in accordance with the Company informed on a reasonably current basis terms of the status of its efforts to arrange and consummate any Debt FinancingConfidentiality Agreement.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall use its commercially reasonable efforts to provide, and shall cause its Subsidiaries to provide and use commercially reasonable efforts to cause its and their respective officers, employees, and Representatives to use their commercially reasonable efforts to provide, at Purchaser’s sole cost and expense, to Parent and Purchaser all cooperation reasonably requested by Parent and Purchaser and/or the Financing Sources that is necessary, proper or advisable in connection with the Financing or the High-Yield Financing to the extent customary in connection with the arrangement of financing similar to the Financing, including: (i) the senior management team of the Company participating in a reasonable number of meetings and presentations on reasonable advance notice and at reasonable locations, and reasonably cooperating with the marketing efforts of Parent, Purchaser and the Financing Sources, including participation in a reasonable number of road shows and meetings with prospective lenders and investors, in each case in connection with the Financing; (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda, business projections, lender and investor presentations and similar documents required in connection with the Financing including information relating to the business, financial condition, results of operations, legal affairs and regulatory regime applicable to the Company, as well as information relating to risks associated with operation of its business; (iii) furnishing Parent, Purchaser (including for filing with the Securities and Exchange Commission, if and to the extent required, and to be included in any offering memorandum related to the Financing) and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or Purchaser to the extent customarily included in a bank information memorandum, private placement memorandum or lender presentations in connection with the arrangement of financing similar to the Financing, including (1) (A) the Financial Statements and, (B) unaudited consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Company for each subsequent interim quarterly period (other than the final quarter of any fiscal year) ended at least forty-five (45) days prior to the Closing Date (and the corresponding period for the prior fiscal year), and all other financial statements, pro forma financial information, financial data, audit reports and other financial information of the type required by Regulation S-X and Regulation S-K under the Securities Act of 1933 (as amended, the "Securities Act") for registered offerings of debt securities and of the type and form customarily included in offering documents used in private placements pursuant to Rule 144A under the Securities Act (including, to the extent applicable with respect to such financial statements, the report of the Company’s auditors thereon and related management’s discussion and analysis of financial condition and results of operations) to consummate the offering(s) of debt securities and/or syndication of credit facilities, as applicable, contemplated by the Financing Commitments (provided, that in no circumstance shall the Company be required to provide subsidiary financial statements or any other information of the type required by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, executive compensation disclosure required by Regulation S-K Item 402(b) or other information customarily excluded from a Rule 144A offering memorandum) or (2) as otherwise necessary in order to receive customary "comfort" (including "negative assurance" comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Financing Commitments; (iv) using commercially reasonable efforts to arrange obtain accountants’ comfort letters and consummate consents to the use of accountants’ audit reports relating to the Company and its Subsidiaries; (v) reasonably facilitating the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent and Purchaser in connection with the Financing, including causing each of the Company’s Subsidiaries that are licensed to operate in New York to approve the subsidiary guarantees and other agreements ancillary to the Financing as may be reasonably requested by Parent and Purchaser in connection with the Financing; (vi) providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders (subject to reasonable confidentiality provisions) and, with respect to any amendment topublic-side version of such information, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided confirming that such cooperation version does not contain information that is not material with respect to the Company or its securities for purposes of United States federal and state securities laws (the "Authorization Letters"); (vii) to the extent requested in writing at least three (3) Business Days prior to the Closing Date, furnishing to Parent and the Purchaser, for distribution to the Financing Sources, information reasonably required by any Financing Source for compliance with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001 and the "Beneficial Ownership Regulation"; (viii) cooperating reasonably with the due diligence of the Financing Sources or any underwriters of any other financing of Parent or Purchaser in connection with the Financing, to the extent customary and reasonable and to the extent not unreasonably interfere interfering with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall includeCompany, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, including providing information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used participating in the preparation of a customary information package regarding due diligence sessions covering, the business, operations, financial condition, projections results of operations, legal affairs and prospects regulatory regime applicable to the Company, as well as information relating to risks associated with operation of its business; (ix) if Xxxxx, Xxxxxx Xxxxxxx LLP shall have withdrawn its audit opinion with respect to any of the Audited Financial Statements, furnishing Parent, the Purchaser and the Financing Sources with new unqualified audit opinions with respect to such financial statements by Xxxxx Xxxxxx Xxxxxxx LLP or another nationally recognized independent public accounting firm; (x) if (A) (1) any of the financial statements in the Audited Financial Statements shall have been restated or (2) the Company, any governing body of the Company or Xxxxx Xxxxxx Xxxxxxx LLP shall have determined that a restatement of any such financial statements is required and its Subsidiaries customary for financings similar (B) the Company or Xxxxx Xxxxxx Xxxxxxx LLP, as applicable, has not subsequently determined and confirmed in writing to the Debt Purchaser that no restatement shall be required in accordance with GAAP, furnishing the Purchaser and the Financing Sources with such restated financial statements; (xi) cooperating with Parent and the Purchaser to obtain ratings for the Financing; and (xii) cooperating with Parent and the Purchaser to satisfy the conditions precedent to the Financing to the extent within the control of the Company. (b) Notwithstanding the foregoing or anything set forth in this Agreement, (A) nothing shall require such cooperation as described in Section 7.05(a) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financingit would, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for Company’s good faith judgment, unreasonably interfere with the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay business or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants operations of the Company or its Subsidiaries and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, (B) neither the Company nor any of its SubsidiariesSubsidiaries shall be required to, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar feecommit to, (ii1) take any action that is not contingent upon the Closing or enter into or execute any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to (other than the Debt FinancingAuthorization Letters) unless the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, (iii2) unless promptly reimbursed by Parent, be required to incur take any other expenses corporate action (including any board approvals) in connection with the Debt Financing or Financing, (iv3) be required to take any action that would result in his/her capacity as a any officer, director or other Representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing. Parent shall promptly, upon request by (4) deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate necessary for the Financing, (5) waive or amend any terms of this Agreement or take any action that would otherwise cause any breach of this Agreement, (6) take any action that would conflict with any applicable Law, the organizational documents of the Company or its Subsidiaries or result in the contravention of, or would reasonably be expected to result in the violation or breach of, or default under, any material contract to which the Company or any of its Subsidiaries is a party or (7) prepare, assist in the preparation of, or otherwise provide any information that is not in the possession or control of the Company or any other information to the extent such disclosure (x) would result in a waiver of attorney client privilege, work product doctrine or similar privilege or (y) would violate any confidentiality obligation of the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred . All non-public or other confidential information provided by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and to this Section 7.05 shall be kept confidential in accordance withwith the Non-Disclosure Agreement, except that Parent and Purchaser shall be permitted to disclose such information in accordance with the Financing Commitments. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee or make any other payment or incur any other liability prior to the Closing. (c) Parent shall reimburse the Company for its reasonable out-of-pocket fees and expenses incurred pursuant to this Section 5.13, 7.05 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities losses incurred or expenses suffered or incurred by any of them in connection with any actions taken pursuant to this Section 7.05; provided, that Parent shall not have any obligation to indemnify and hold harmless any such party or Person to the arrangement of the Debt Financing and extent that any information used in connection therewith (other than such damages suffered or incurred arose from historical financial information provided by the Company that is determined to have contained a material misstatement or omission. (d) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, that such logos shall be used in a manner that is not intended to or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. (e) and all other actions taken by Notwithstanding anything to the contrary, the condition set forth in Section 3.01(d), as it applies to the Company, its Subsidiaries and their respective Representatives pursuant to ’s obligations under this Section 5.13. Parent and Merger Sub 7.05, shall keep be deemed satisfied unless the Company informed on Financing has not been obtained primarily as a reasonably current basis result of the status Company’s willful and material breach of its efforts obligations under this Section 7.05. As used in this Section 7.05(e), "willful and material breach" means a deliberate act or failure to arrange act, which act or failure to act constitutes in and consummate any Debt Financingof itself a material breach of this Agreement, regardless of whether breaching this Agreement was the conscious object of the act or failure to act.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, the Company shall use its commercially reasonable best efforts to provide reasonable to Buyer, at Buyer’s sole expense, all cooperation reasonably requested by Buyer in connection with Parent’s efforts to arrange and consummate the arrangement by Buyer or Merger Sub of any amendment to, or replacement or supplement of, Parent’s credit facilities debt financing (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and or its Subsidiaries. Such commercially reasonable ) incurred in connection with the transactions contemplated hereunder (including the marketing efforts shall includein connection therewith), the repayment and discharge of any existing indebtedness of the Company or its Subsidiaries (other than the payment of amounts required to repay and discharge such existing indebtedness), and the extent incurrence or refinancing of indebtedness by Buyer, as may be reasonably requested by ParentBuyer, commercially reasonable efforts to: including by (ai) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company furnishing Buyer and its Subsidiaries, (b) provide, financing sources as promptly as reasonably practicable, practicable with such financial and other pertinent information relating to regarding the Company and its Subsidiaries as may be reasonably requested by Buyer, including access to and cooperation with the Company’s accountants (subject to the execution of customary work paper access letters if requested); provided, however, that the Company shall not be required to provide, and Buyer shall be solely responsible for, (A) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any financing institutions contemplated to arrange and/or provide pro forma financial information, (B) any description of all or any portion component of such financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to all or any component of such financing, (D) subsidiary financial statements or any other information of the Debt Financing type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K, (ii) assisting with the “Financing Sources”) preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any debt financing by Buyer (including provided that the scope and nature of financial information to be used provided by the Company shall be subject to the limitations set forth in the preparation foregoing clause (i)), (iii) during normal business hours and upon reasonable advance notice permitting Buyer’s financing sources and other prospective lenders a reasonable opportunity to evaluate the Company’s current assets, equipment, cash management and accounting system, policies and procedures relating thereto for the purpose of a customary information package regarding the business, operations, financial condition, projections and prospects establishing collateral arrangements as of the Company and its Subsidiaries customary for financings similar Closing (including providing reasonable access to the Debt Financingallow such lenders (or their agents or representatives) to the extent conduct field examinations and appraisals), (iv) reasonably cooperating with Buyer’s financing sources and their respective agents with respect to their due diligence, including by giving reasonable access to documentation reasonably requested by Parent and/or the Financing Sources to assist Persons in preparation of customary offering or information documents to be used for the completion of the Debt Financingconnection with financing transactions, (cv) assist in furnishing Buyer and Buyer’s financing sources at least five (5) days prior to the obtaining of Closing with all documentation and other information required by any Governmental Authority with respect to any debt financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, provided each request therefore was made at least ten (10) days prior to the Closing, (vi) arranging for customary payoff letters pay-off letters, lien terminations and instruments of discharge to be delivered at least two (2) Business Days prior to Closing to allow providing for the payoffpay-off, discharge and termination in full on at the Closing Date of all existing indebtedness of the Existing Credit Facilities Company or any of its Subsidiaries contemplated to be paid off, discharged and releasing Liens satisfied and/or terminated at the Closing, and (vii) facilitating the pledges execution and delivery at the Closing of definitive documents related to any debt financing, including, to the extent not prohibited or restricted under applicable Law or any Contract of the Company or any of its Subsidiaries, the pledging of collateral securing such Existing Credit Facilities, in each case and providing guarantees to take effect Buyer’s financing sources at the Effective Time (it being understood Closing; provided that the Company no such pledge or guarantee shall have no obligation to pay or discharge any such indebtedness be effective prior to the Effective Time), (d) cooperate with respect Closing. The Company hereby consents to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents use of the independent accountants logos of the Company and its Subsidiaries, including with respect to the auditor consents Subsidiaries in connection with the syndication or marketing of any filings with debt financing, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage the SEC. Anything Company, its Subsidiaries or their marks. (b) Notwithstanding anything to the contrary in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs7.7, neither the Company nor any of its Subsidiaries, Subsidiaries or Affiliates (nor any of their respective officers or directors, as the case may beofficers, employees or other representatives) shall (i) be required to undertake any obligation or execute any agreement including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with any financing (other than customary authorization letters in connection with syndication efforts) that would be effective prior to the Closing and no obligation of any such Persons under any document, agreement or any other contract relating to any financing shall be operative unless and until the Effective Time occurs and (ii) be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the financing is obtained, (iii) be required to pay any fee (including any commitment or other similar fee) in connection with the any financing; (iv) be required to incur, (ii) enter into and none of them shall have, any definitive agreement expense in connection with, or have liability under, any liability or any obligation under any certificate, document, instrument, credit loan agreement or any related document or any other agreement or document or contract related to any financing prior to the Debt Financing, Closing other than in respect of expenses or liability reimbursable or indemnifiable pursuant to this Section 7.7(b); (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (ivv) be required to take any action action, based on the advice of its legal counsel, that would violate its organizational documents or any Laws or that would result in his/her capacity as the contravention of, or that would reasonably be expected to result in a director of violation or breach of, or a default under, any Contract to which the Company or any of its Subsidiaries is a party; (vi) have any obligation to provide any information, the disclosure of which is prohibited or restricted under applicable Law or is legally privileged; (vii) be required to deliver or obtain opinions of internal or external counsel (other than customary opinions of counsel in connection with respect the repayment or discharge of existing indebtedness of the Company or its Subsidiaries); or (viii) be required to the Debt Financingwaive or amend any terms of this Agreement or any other Contract that they are a party to. Parent Buyer shall (x) promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and its and their respective obligations pursuant to, and in accordance with, representatives contemplated by this Section 5.13, 7.7 and shall (y) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives directors, officers, employee and representatives from and against any and all damages, losses, costscharges, liabilities or liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith debt financing (other than information provided to the extent arising from gross negligence, fraud or intentional misrepresentation by the Company or its Subsidiaries in connection with the debt financing). Neither the Company nor any of its Subsidiaries) and all Subsidiaries shall have any liability to Buyer or Merger Sub in respect of any financial statements, other actions taken by the Company, its Subsidiaries and their respective Representatives financial information or data or other information provided pursuant to this Section 5.13. Parent and Merger Sub shall keep 7.7 (other than to the extent arising from gross negligence, fraud or intentional misrepresentation by the Company informed on a reasonably current basis or its Subsidiaries). Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 9.2(b), as it applies to the Company’s obligations under this Section 7.7, shall be deemed satisfied unless the Company has knowingly and willfully materially breached its obligations under this Section 7.7 and such breach has been the primary cause of the status of financing not being obtained. (c) Buyer shall take all actions reasonably necessary to obtain debt financing sufficient to fund amounts payable under this Agreement at the Closing, including Sections 3.2 and 3.4, to the extent such debt financing is necessary or reasonably anticipated to be necessary for Buyer to consummate the transactions contemplated by this Agreement and perform its efforts to arrange and consummate any Debt Financingobligations under this Agreement.

Financing Cooperation. Upon the request of ParentSubject to Section 6.12(a), the Company shall use and shall cause its commercially reasonable efforts to provide reasonable cooperation subsidiaries to, at Parent’s sole expense, reasonably cooperate in connection with Parent’s efforts the arrangement of the Financing (for purposes of this Section 6.13, including (x) any financing to arrange be issued or incurred in lieu of the bridge facility in the Debt Commitment Letters or pursuant to any flex applicable to the Debt Financing and consummate (y) any amendment to, or replacement or supplement of, Parent’s credit facilities alternative financing) as may be reasonably requested by Parent (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiariessubsidiaries). Such commercially reasonable efforts cooperation by the Company and its subsidiaries and their representatives shall include, at the reasonable request of Parent, (a) participation in a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions, (b) furnishing Parent and its Representatives with the Required Information, (iii) assisting Parent and its financing sources in the preparation of offering and syndication documents and materials, including rating agency presentations, road show presentations and similar documents and materials, in connection with the Debt Financing (all such documents and materials, collectively, the “Offering Documents”), including providing customary authorization letters related thereto, (iv) facilitating the execution and delivery at the Offer Closing or, if there is no Offer Closing, the Merger Closing, of definitive documents related to the extent Financing, (v) facilitating the pledging of collateral in connection with the Financing, including executing and delivering any customary collateral documents and other customary certificates and documents as may be reasonably requested by ParentParent (including a certificate of the chief financial officer of the Company with respect to solvency matters as of the Offer Closing or, commercially if there is no Offer Closing, the Merger Closing as contemplated by the Debt Commitment Letters), and (v) using reasonable best efforts to: to obtain customary payoff letters, redemption notices, releases of liens and instruments of termination or discharge and (avi) make available using its reasonable best efforts to prospective lenders, on a customary permit any cash and reasonable basis and upon reasonable notice, appropriate personnel marketable securities of the Company and its Subsidiariessubsidiaries that can, (b) providewithout violating Laws or incurring material Taxes, as promptly as reasonably practicable, information relating be made available to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any pay a portion of the Debt Financing (the “Financing Sources”) (including information aggregate purchase price, to be made available for that purpose. The Company hereby consents to the reasonable use of its logos in connection with the Financing, provided that such logos are used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of manner that is not intended to harm or disparage the Company or their marks and its Subsidiaries on such other customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters terms and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that conditions as the Company shall have no obligation to pay or discharge any such indebtedness prior to reasonably impose. Parent shall, promptly upon termination of this Agreement, reimburse the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time Company for all reasonable out-of-pocket expenses and costs incurred in connection with such financing, (e) assist Parent the Company’s or its affiliates’ obligations under this Section 6.13. Notwithstanding anything in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect this Agreement to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurscontrary, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, subsidiaries shall (i) be required to pay any commitment or other similar fee, (ii) fee or enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses liability or obligation in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect alternative financing) prior to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingEffective Time.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall use and shall cause its commercially reasonable efforts to provide reasonable cooperation Subsidiaries to, at Parent’s sole expense, reasonably cooperate in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and or its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested cooperation by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries shall include, at the reasonable request of Parent, (i) subject to any financing institutions contemplated the other limitations in this Section 7.08, agreeing to arrange and/or provide all or any portion enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the Persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Acceptance Time), (ii) subject to Section 5.02, (A) providing to actual and prospective Financing Sources with respect to the Debt Financing (the “Financing Sources”) (including financial and other information to be used in the preparation of a customary information package Company’s possession regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries that is necessary or customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director and of the Company or any type and form customarily included in offering documents used for the syndication of its Subsidiaries with respect credit facilities of the type to be included in the Debt Financing. Parent shall promptly, upon request by (B) making the Company’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter, reimburse (C) providing reasonable assistance to Parent and the Company for all reasonable Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them similar customary documents reasonably required in connection with the arrangement Debt Financing, (D) participating in a reasonable number of meetings, conferences calls, drafting sessions, due diligence sessions, sessions with rating agencies or other syndication activities, in each case, upon reasonable notice and at mutually agreed times, (E) providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Debt Financing (provided, that the Company will not be responsible in any manner for information relating to the proposed debt and any equity capitalization that is required for such pro forma financial information used in connection therewith (other than information provided and the cooperation by the Company or any of its Subsidiaries) shall relate solely to the financial information and all other actions taken by data derived from the Company’s historical books and records), its Subsidiaries (F) reasonably facilitating the pledging of collateral in connection with the Debt Financing (provided that such pledge will not take effect until the Acceptance Time), including delivering original stock certificates and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing.original stock powers (or, if

Financing Cooperation. Upon Without limiting the request generality of ParentSection 7.02 or Section 7.05, and to assist the Parent in its financing efforts, the Company shall use its commercially reasonable efforts agrees to provide reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere reasonably cooperate with the ongoing operations arrangement of the Company and its Subsidiaries. Such commercially reasonable efforts shall includeFinancing, to the extent reasonably requested including by Parent, commercially reasonable efforts to: (a) make available preparing and providing to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company Parent and its Subsidiaries, (b) provideFinancing Sources, as promptly as reasonably practicablepracticable after Parent’s written request therefor, all customary and reasonably available financial and other information relating with respect to the Company and each of its Subsidiaries and the transactions contemplated hereby and by the Financing, including, to any financing institutions contemplated the extent as would be required by Rule 3-05 and Article 11 of Regulation S-X to arrange and/or provide all or any portion be filed on a Form 8-K by Parent, regardless of the Debt Financing timing of such filing, (the “Financing Sources”i) (including information to be used in the preparation of a customary information package regarding the business, operations, audited consolidated annual financial condition, projections and prospects statements of the Company and its Subsidiaries (ii) unaudited interim consolidated financial statements of the Company (which shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), (b) providing as promptly as reasonably practicable after Parent’s written request therefor any information reasonably necessary to assist Parent with the preparation of customary for financings similar pro forma financial statements that meet the requirements of Regulation S-X and all other applicable accounting rules and regulations of the SEC promulgated thereunder and required to be included in a Registration Statement on Form S-3 under the Debt Financing) to the extent 1933 Act or reasonably requested and customarily required by Parent and/or the Financing Sources to assist be included in preparation of customary any offering or information documents to be used for the completion of the Debt Financing, Financing and (c) assist using commercially reasonable efforts to cause the Company’s independent accountants to cooperate with the Financing Sources in the obtaining of a manner consistent with their customary payoff letters practice and instruments of discharge to be delivered at Closing to allow for the payoff, discharge participate in customary auditor due diligence calls and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time provide customary accountants’ “comfort letters” (including customary “negative assurances”) (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be comfort letters delivered in connection with such financing the Company’s public offerings shall be deemed to be customary for purposes of this Section 7.06) and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any inclusion of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses audit reports in connection with the Debt Financing if historical financial statements or (iv) be required to take any action in his/her capacity as a director other financial information of the Company or are included in any of its Subsidiaries with respect to offering documents for the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing.

Financing Cooperation. Upon (a) From the request date hereof until the Closing (or the earlier termination of this Agreement pursuant to Article 8), subject to the limitations set forth in this Section 6.17, and unless otherwise agreed in writing by Parent, the Company shall will, and will cause its Subsidiaries to, and will cause its and their respective Affiliates, employees, directors, officers, agents and other representatives to, use its commercially reasonable best efforts to provide reasonable cooperation cooperate with Parent in a timely manner as reasonably requested by Parent in connection with Parent’s efforts to arrange arrangement of the Debt Financing (it being agreed that, solely for purposes of this Section 6.17 and consummate any amendment tothe use of the term Debt Financing Source in this Section 6.17, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with ” shall include any Substitute Financing and any alternative equity or debt financings (i) all or a portion of which will be used to fund the ongoing Aggregate Merger Consideration or (ii) which is intended to fund the operations of the Company and its Subsidiariesafter the Closing). Such commercially cooperation will include using reasonable best efforts shall includeto: (i) cooperate with the marketing efforts of Parent and the Debt Financing Sources for all or any part of the Debt Financing, to including making appropriate officers reasonably available, with appropriate advance notice, for participation in lender or investor meetings, due diligence sessions, meetings with ratings agencies and road shows, and reasonable assistance in the extent preparation of confidential information memoranda, private placement memoranda, prospectuses, lender and investor presentations, and similar documents as may be reasonably requested by ParentParent or any Debt Financing Source, commercially reasonable efforts to: (a) make available in each case, with respect to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries in connection with such marketing efforts; (ii) furnish Parent and the Debt Financing Sources with the Required Financial Information and any other financial and other pertinent information with respect to any financing institutions contemplated to arrange and/or provide all the Company and its Subsidiaries as is reasonably requested by Parent or any portion Debt Financing Source and is customarily (A) required for the marketing, arrangement, extension and syndication of financings similar to the Debt Financing or (B) used in the preparation of customary offering or information documents or rating agency, lender presentations or road shows relating to the Debt Financing; (iii) request that the Company’s independent accountants participate in drafting sessions and accounting due diligence sessions and cooperate with the Debt Financing (including as set forth in the Debt Letters) or in connection with a customary offering of securities, including the type described in the Debt Commitment Letter, consistent with their customary practice, including requesting that they provide customary consents and comfort letters (including “negative assurance” comfort) to the extent required in connection with the marketing and syndication of the Debt Financing (including as set forth in the Debt Letters as in effect on the date of this Agreement) or as are customarily required in an offering of securities of the type contemplated by the Debt Financing; (iv) provide customary authorization and representation letters related to the Debt Financing and obtaining or providing certificates as are customary in financings of such type and other customary documents (other than legal opinions and reliance letters) relating to the Debt Financing as reasonably requested by Parent; (v) furnish all documentation and other information required by a Governmental Authority or any Debt Financing Source under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), and/or the requirements of 31 C.F.R. § 1010.230 at least five Business Days prior to the anticipated Closing Date to the extent reasonably requested by Xxxxxx; (vi) assist Parent in obtaining any credit ratings from rating agencies contemplated by the Debt Letters; (vii) obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Debt Financing; (viii) take all reasonable and customary organizational action, subject to the occurrence of the Closing, reasonably requested by Xxxxxx and necessary to permit and/or authorize the consummation of the Debt Financing; (ix) execute and deliver any customary credit agreements, pledge and security documents, guarantees and other definitive financing documents, and any customary closing certificates and documents (other than legal opinions and reliance letters) as may be reasonably requested by Xxxxxx, assist in the negotiation of any such agreements and other documents, and take such action as may be reasonably requested by Xxxxxx and the Debt Financing Sources to facilitate the attachment or perfection of the Debt Financing Sources”) (including information to be used ’ security interest in the preparation of a customary information package regarding collateral securing the business, operations, financial condition, projections and prospects Debt Financing in each case to the extent within the control of the Company and its Subsidiaries and reasonably requested by Parent to facilitate the satisfaction of conditions precedent to obtaining the Debt Financing; provided that, any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and shall be effective no earlier than the Closing Date; (x) facilitate the obtaining of payoff letters, releases of guarantees and lien terminations (including with respect to the Company Existing Credit Facility) as reasonably requested by Parent and customary for financings similar to the Debt Financing; and (xi) deliver to Parent such information with respect to the extent Company and its Subsidiaries as is reasonably requested by Parent and/or the Financing Sources to assist in preparation of available and customary offering or information documents to be used required for the completion or delivery of schedules and opinions in connection with the Debt Financing; provided, that nothing in this Agreement shall require the Company to cause the delivery of (1) legal opinions or reliance letters, (2) any certificate as to solvency or any other certificate necessary for the Debt Financing, (cother than as contemplated by Section 6.17(a)(iv) assist in and Section 6.17(a)(ix); provided that any such certificate shall be subject to the obtaining occurrence of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of and shall be effective no earlier than the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit FacilitiesClosing Date, (3) any pro forma financials or (4) any other financial information in each case to take effect at the Effective Time (it being understood that a form not customarily prepared by the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, period. (eb) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 Notwithstanding anything to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall contained in this Agreement (including this Section 6.17): (i) be required nothing in this Agreement (including this Section 6.17) shall require any such cooperation to the extent that it would (1) require the Company to pay any commitment or other similar feefees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (ii2) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection unreasonably interfere with the Debt Financing ongoing business or (iv) be required to take any action in his/her capacity as a director operations of the Company or any of its Subsidiaries, (3) require the Company or any of its Subsidiaries to enter into or approve any agreement or other documentation effective prior to the Closing, (4) result in any conflict with the Company Certificate, the Company Bylaws or the governing documents of any of the Company’s Subsidiaries, (5) reasonably be expected to result in a material violation or breach of, or a material default (with or without notice, lapse of time or both) under, any material Contract to which the Company or any of its Subsidiaries is a party, including this Agreement, (6) reasonably be expected to result in a violation of Applicable Law (including with respect to privacy of employees) or (7) reasonably be expected to threaten the Debt Financing. Parent shall promptlyloss of any attorney-client privilege or other applicable legal privilege; and (ii) no action, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs liability or obligation (including reasonable attorneys’ feesany obligation to pay any commitment or other fees or reimburse any expenses) incurred by of the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant tounder any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary authorization and in accordance with, this Section 5.13, and representation letters) shall indemnify and hold harmless be effective until the Company, Closing. The Company hereby consents to the use of its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them logos in connection with the arrangement of the Debt Financing in a form and any information manner mutually agreed with the Company; provided, that such logos are used solely in connection therewith (other than information provided by a manner that is not intended, or reasonably likely, to harm or disparage the Company or the reputation or goodwill of any of its Subsidiariesthe foregoing. (c) and all other actions taken by the CompanyPARENT SHALL (I) PROMPTLY UPON REQUEST BY THE COMPANY, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt FinancingREIMBURSE THE COMPANY FOR ALL OF ITS REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES AND EXPENSES (INCLUDING REASONABLE AND DOCUMENTED FEES AND EXPENSES OF COUNSEL AND ACCOUNTANTS) INCURRED BY THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS OR THEIR REPRESENTATIVES IN CONNECTION WITH ANY COOPERATION CONTEMPLATED BY THIS SECTION 6.17 AND (II) INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES AND ITS AND THEIR REPRESENTATIVES AGAINST ANY CLAIM, LOSS, DAMAGE, INJURY, LIABILITY, JUDGMENT, AWARD, PENALTY, FINE, COST (INCLUDING COST OF INVESTIGATION), EXPENSE (INCLUDING REASONABLE AND DOCUMENTED FEES AND EXPENSES OF COUNSEL AND ACCOUNTANTS) OR SETTLEMENT PAYMENT INCURRED AS A RESULT OF, OR IN CONNECTION WITH, SUCH COOPERATION OR THE DEBT FINANCING AND ANY INFORMATION USED IN CONNECTION THEREWITH OTHER THAN THOSE CLAIMS, LOSSES, DAMAGES, INJURIES, LIABILITIES, JUDGMENTS, AWARDS, PENALTIES, FINES, COSTS, EXPENSES AND SETTLEMENT PAYMENT ARISING OUT OF OR RESULTING FROM THE GROSS NEGLIGENCE, FRAUD, BAD FAITH OR WILLFUL MISCONDUCT OF THE COMPANY OR ANY OF ITS REPRESENTATIVES AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.

Financing Cooperation. Upon (a) From the request date of Parentthis Agreement until the Closing, the Company shall use its commercially reasonable efforts best efforts, and shall cause its Subsidiaries and its and their Representatives, to use reasonable best efforts, to provide reasonable cooperation Buyer with all customary cooperation, at the Buyer’s sole expense, reasonably requested by the Buyer in connection with Parent’s efforts to arrange and consummate the arrangement of any amendment to, or replacement or supplement of, Parent’s credit facilities debt financing by the Buyer in connection with the transactions contemplated by this Agreement (the “Debt Financing”); , including using reasonable best efforts for the following: (i) direct the appropriate senior officers of the Company to participate in, upon reasonable advance notice and at mutually agreeable times, a reasonable number of meetings, conferences calls, lender due diligence presentations, similar presentations to, and with, Debt Financing Sources (including direct contact between senior management and the other representatives of the Company, on the one hand, and the actual and potential Debt Financing Sources, on the other hand) and sessions with rating agencies or other customary syndication activities, (ii) if requested, designate one or more members of senior management of the Company to execute customary authorization letters with respect to the Debt Financing authorizing the distribution of information to prospective lenders or investors and containing customary representations with respect to any information memoranda, (iii) provide, on a confidential basis, to the Buyer and the Debt Financing Sources, the financial statements and such financial and operating information regarding the Company and its Subsidiaries reasonably requested by the Buyer in connection with the Debt Financing, (iv) assist the Buyer with the preparation of (but not execution and delivery prior to the Closing Date) of any definitive financing documents and customary officer’s certificates (including a customary solvency certificate from the chief financial officer of the Company) as may be reasonably requested by the Buyer, provided that such cooperation does not unreasonably interfere with the ongoing operations no obligation of the Company and its Subsidiaries. Such commercially reasonable efforts Subsidiaries under any such document or agreement shall includebe effective until the Closing, (v) reasonably cooperate with the Buyer in facilitating the pledge of collateral and delivering original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such pledging of collateral will be effective until at or after the extent Closing and that such delivery of originals shall occur at or after the Closing), (vi) provide, at least two (2) Business Days prior to Closing, the Payoff Letters and other documents reasonably requested by Parent, commercially reasonable efforts to: (a) make available the Buyer and/or the Debt Financing Sources relating to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel the repayment of the Company Indebtedness for Borrowed Money to be paid off at Closing and its Subsidiariesthe release of related guarantees and Liens in connection therewith, (bvii) provide, as promptly as reasonably practicableat least five (5) Business Days prior to the Closing Date, all documentation and other information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of required by bank regulatory authorities under applicable “know-your-customer”, beneficial ownership, anti-money laundering rules and regulations, including the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the businessPATRIOT Act, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Buyer or any Debt Financing Sources Source in writing, at least ten (10) Business Days prior to assist the Closing Date and (viii) provide assistance in preparation of customary offering obtaining all corporate, limited liability company or information documents similar actions reasonably requested by the Buyer to be used for permit the completion consummation of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood ; provided that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything nothing in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs Agreement (including reasonable attorneys’ feesthis Section 7.11) incurred by will require the Company or any of its Subsidiaries or their respective directors, officers and employees to (A) take any action that, in the good faith determination of the Company, would unreasonably interfere with the conduct of the business or operations of the Company and its Subsidiaries, taken as a whole, (B) enter into or approve the Debt Financing or any definitive agreement, certificate or other document for the Debt Financing that would be effective prior to the Closing (other than customary authorization letters as set forth in clause (ii) above), (C) waive or amend any terms of this Agreement, (D) cause any condition set forth in Article VIII to not be satisfied, (E) give any indemnities that are effective prior to the Closing, (F) take any action that (I) conflicts with any Law or the organizational documents of the Company or any of its Subsidiaries existing on the date hereof, or that conflicts with or would result in a breach of or a default under any Contract existing on the date hereof, (II) would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to allow for such access or disclosure to the extent that it does not result in a loss of any such attorney-client privilege) or (III) would require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Buyer will reimburse such cost, expense or fee), or (G) deliver any legal opinion or negative assurance letter; provided, further, that (x) no personal liability shall be imposed on any of the employees of any of the Company and its Subsidiaries involved in the foregoing cooperation and (y) the Company and its Subsidiaries will not be required to pay any commitment or other fees or reimburse any expenses in connection with the Debt Financing prior to the Closing. In addition, no action, Liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary authorization letters as set forth in clause (ii) above) will be effective until the Closing, and neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing. Nothing in this Section 7.11 will require (A) any officer or Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion (including any accountants’ cold comfort letters or reliance letters) or take any other action under this Section 7.11 that could reasonably be expected to result in personal Liability to such officer or Representative or (B) the Company’s board of directors (or special committee or other governing body) to approve any financing or Contracts related thereto prior to the Closing. The Buyer shall (1) promptly on demand reimburse the Company and its Subsidiaries for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred or otherwise payable by the Company and its Subsidiaries or any of its respective Representatives in connection with their respective obligations pursuant to, and in accordance with, cooperation contemplated by this Section 5.13, 7.11 and shall (2) indemnify and hold harmless the CompanyCompany and its Subsidiaries, its Subsidiaries their Affiliates and their respective Representatives Representatives, successors and assigns of each of the foregoing Persons from and against any and all liabilities, damages, lossesclaims, costs, liabilities expenses (including attorneys’ fees), interest, awards, judgments, penalties, amounts paid in settlement or expenses losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and (including actions taken in accordance with this Section 7.11) or any information used in connection therewith (other than information provided furnished by or on behalf of the Company and its Subsidiaries) utilized in connection therewith, except, in each case, to the extent arising from the willful misconduct, bad faith or gross negligence of the Company and its Subsidiaries or any of their respective Representatives, as determined in a final and non-appealable judgment by a court of competent jurisdiction. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the Debt Financing; provided, that such logos shall (x) be used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the Company and its Subsidiaries or their reputation or goodwill and (y) be used solely in connection with a description of the Company or any of its Subsidiaries, its or their respective businesses and products, or the transactions contemplated hereby. (b) and all All non-public or other actions taken confidential information provided by the Company, its Subsidiaries and their or any of its respective Representatives pursuant to this Section 5.13. Parent Agreement will be kept confidential in accordance with the Confidentiality Agreement, except that the Buyer will be permitted to disclose such information to any financing sources or prospective financing sources that are or may become parties to the Debt Financing (and, in each case, to their respective counsel and Merger Sub shall keep auditors) so long as such Persons (i) agree to be bound by the Company informed on a reasonably current basis of Confidentiality Agreement as if parties thereto or (ii) are subject to customary confidentiality arrangements no less restrictive than the status of its efforts Confidentiality Agreement, including customary “click-through” or similar confidentiality arrangements used in financings similar to arrange and consummate any the contemplated Debt Financing. (c) Notwithstanding the foregoing, compliance by the Buyer with this Section 7.11 shall not relieve the Buyer of its obligations to consummate the Transactions whether or not the Debt Financing is available, and the Buyer acknowledges and agrees that obtaining the Debt Financing is not a condition to the Closing or any other obligations of the Buyer under this Agreement or any other Transaction Document.

Financing Cooperation. Upon Prior to the request of ParentEffective Time, the Company Partnership Entities shall, and shall cause their respective Subsidiaries and their respective Representatives to, at Parent’s sole cost and expense, provide all cooperation that is reasonably necessary, proper or advisable in connection with any financing by Parent or any of its Subsidiaries in connection with the Transactions and the transactions contemplated by the LRR Agreement as may be reasonably requested by Parent or its Representatives. Without limiting the generality of the foregoing, the Partnership Entities shall, and shall cause their respective Subsidiaries and use commercially reasonable efforts to cause their respective Representatives to, (i) furnish, as promptly as practicable, the report of the Partnership’s auditor on the most recently available audited consolidated financial statements of the Partnership and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such report in accordance with normal custom and practice, and use commercially reasonable efforts to cause such auditor to provide reasonable cooperation customary comfort letters (providing “negative assurance” comfort) and drafts thereof to the underwriters, administrative agent, lenders, initial purchasers or placement agents, as applicable, in connection with such financing by Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities ; (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such ii) use commercially reasonable efforts shall includeto furnish, as promptly as practicable, financial statements and other financial data of the Partnership as would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering to consummate any offering(s) of securities contemplated by such financing; (iii) provide reasonable and customary assistance in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, private placement memoranda and other marketing and syndication materials (including the provision of authorization letters and a representation with respect to the extent presence or absence of material non-public information) reasonably requested by Parent, commercially including by making available, at reasonable efforts to: times and on reasonable advance notice, employees and advisors of the Partnership Entities; (aiv) make available to prospective lendersin a reasonable number of meetings, on a customary lender presentations, due diligence sessions, drafting sessions and reasonable basis and road shows, in each case, upon reasonable notice, appropriate personnel of the Company advance notice and its Subsidiaries, at mutually agreed times; (bv) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used assisting Parent in connection with the preparation and registration of a customary information package regarding the business(but not executing) any pledge and security documents, operationscurrency or interest hedging arrangements, financial conditionother definitive financing documents, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent or documents as may be reasonably requested by Parent and/or or the Financing Sources to assist or otherwise reasonably facilitating the pledging of collateral in preparation of customary offering or information documents to be used for connection with the completion financing of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens Transactions and the pledges of collateral securing transactions contemplated by the LRR Agreement (provided that such Existing Credit Facilities, in each case to documents will not take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to until the Effective Time); (vi) using commercially reasonable efforts to ensure that any syndication efforts benefit from existing lending and investment banking relationships; and (vii) providing all customary documentation and other information about the Partnership, (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time Partnership GP and their respective Subsidiaries requested by Parent or the Financing Sources in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such the financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants Transactions and the transactions contemplated by the LRR Agreement and required under applicable “know your customer” sanctions and anti-money-laundering rules and regulations; provided that (x) none of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor Partnership or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, Subsidiaries shall (i) be required to pay any commitment or other similar feefee or incur any other liability or obligation in connection with such financing or to take any action that would be prohibited by any applicable Law or cause a default of, or breach under, or otherwise violate any Partnership Material Agreement, in each case except for any payment, incurrence or action that is conditioned upon, and shall not take effect until, the Effective Time, (iiy) enter into any definitive agreement or have any liability no obligations of the Partnership or any obligation of its Subsidiaries under any certificate, documentopinion, instrumentcontract, credit agreement indenture or other document or instrument delivered pursuant to this Section 7.16 shall be effective until the Effective Time, and none of the Partnership or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) of its Subsidiaries shall be required to take any action in his/her capacity as a director pursuant to this Section 7.16 under any certificate, opinion, contract, indenture or other document or instrument that is not contingent upon the Closing or that would be effective prior to the Effective Time and (z) none of the Company Partnership or its senior officers shall be required to engage in any action that would interfere unreasonably with the business of the Partnership and its Subsidiaries with respect to the Debt FinancingSubsidiaries. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the CompanyPartnership and its Subsidiaries, its Subsidiaries Partnership GP and their respective Representatives from and against any and all damages, losses, costs, liabilities losses or expenses damages suffered or incurred by any of them in connection with the arrangement of any financing by Parent or any of its Subsidiaries in connection with the Debt Financing Transactions and the transactions contemplated by the LRR Agreement and any information used utilized in connection therewith except (other than A) with respect to information provided supplied by the Company Partnership, its Subsidiaries and Representatives specifically for inclusion or incorporation by reference therein and/or (B) to the extent such losses and damages arise from the willful misconduct of the Partnership’s or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing’ Representatives.

Financing Cooperation. Upon Prior to the request of ParentClosing, the Company shall provide, and shall use its commercially reasonable efforts to provide cause its officers, employees, representatives and advisors, including legal and accounting advisors, to provide, all reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the debt financing described in the commitment letter, dated as of November 9, 2011 (the “Commitment Letter”), among the Buyer and the Financing Sources, pursuant to which the Financing Sources have committed to provide the commitments set forth therein for purposes of financing the Transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”), as may be reasonably requested by the Buyer and the Financing Sources and that is customary in connection with the Buyer’s efforts to obtain the Debt Financing, including (i) participation in meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing the Buyer and the Financing Sources with pertinent information regarding the Company, the Canadian Subsidiary and their businesses as is customary in connection with the Debt Financing and any security required therefor; (iii) assisting the Buyer and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information used in connection therewith (other than information provided by the Company or memorandum for any of its Subsidiariesthe Debt Financing; and (B) materials for rating agency presentations; (iv) furnishing the Buyer with the Required Information (as defined in the Commitment Letter) and, to the extent reasonably available to the Sellers and all other actions taken by the Company, its Subsidiaries other information of the Company, the Canadian Subsidiary and their respective Representatives pursuant businesses reasonably requested by the Buyer; and (v) using all commercially reasonable efforts to this Section 5.13. Parent assist the Buyer to obtain waivers, consents, estoppels, certificates and Merger Sub shall keep approvals necessary or customary for the Company informed on a reasonably current basis consummation of the status of its efforts to arrange and consummate any Debt Financing.

Financing Cooperation. Upon the request of Parent, the (a) The Company shall agrees to use its commercially reasonable efforts to provide reasonable cooperation such assistance (and to cause the Company Subsidiaries’ and its and their respective Representatives to provide such assistance) at the Buyer’s sole cost and expense, with any Financing Sources in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent Transactions as is reasonably requested by Parent, commercially reasonable efforts tothe Buyer and in connection with the arrangement and consummation of the Equity Financing. Such assistance shall include the following: (ai) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, furnishing the Buyer and the Financing Sources with financial and other pertinent information that are in the possession or control of the Company or the Company Subsidiaries, regarding the Company and the Company Subsidiaries that are deemed necessary in the Buyer’s reasonable judgment, (ii) reasonably assisting with the preparation of lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the proposed financing and otherwise reasonably cooperating with the marketing efforts of the Buyer and the Financing Sources for any portion of such financing, as applicable, including providing the business description to be contained therein and providing and executing customary authorization letters with respect thereto, (iii) participating in a reasonable number of meetings, drafting sessions, due diligence meetings and presentations with prospective lenders, and sessions with ratings agencies, in each case upon reasonable notice and at mutually agreeable dates and times in connection with the Equity Financing, (iv) delivering to the Buyer, within the time period specified in any debt commitment letter, all documentation and other information relating to the Company and its the Company Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information is deemed necessary by any financing institutions contemplated to arrange and/or provide all or any portion Financing Source, (v) cooperating with the Financing Sources’ reasonable due diligence investigation and evaluation of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections assets and prospects properties of the Company and its the Company Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion purpose of establishing collateral arrangements and otherwise reasonably facilitating the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges pledging of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that no such pledging of collateral will be effective until at or after the Company shall have no obligation to pay Closing) (including obtaining for delivery at or discharge any such indebtedness prior to immediately following the Effective TimeClosing the certificates representing equity interests constituting collateral) and (vi) executing and delivering as of (but not before) the Closing definitive debt financing documents (which will not be effective before the Closing), including credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents (d) cooperate including intellectual property filings with respect to matters relating intellectual property constituting collateral), corporate authorizations, secretary’s certificates (attaching such corporate authorizations, organizational documents and evidence of incumbency) or other certificates or documents, to pledges the extent deemed necessary by the Buyer and otherwise using commercially reasonable efforts to facilitate the granting or perfection of collateral to take effect at secure any portion of the Effective Time financings contemplated by the any debt commitment letters (or any permitted replacement thereof). The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such financing, (e) assist Parent logos are used solely in obtaining customary legal opinions a manner that is not reasonably likely to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of harm or disparage the independent accountants Company or the Company Subsidiaries or the reputation or goodwill of the Company and its or any of the Company Subsidiaries, including with respect . (b) Notwithstanding anything to the auditor consents in connection with any filings with the SEC. Anything in contrary, this Section 5.13 7.7 shall not be deemed to obligate any Seller, the contrary notwithstandingCompany, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor Subsidiaries or any of their respective officers or directors, as the case may be, shall Affiliates to (i) be required agree to Equity Financing that is not conditioned upon the Closing and that does not terminate without liability to the Sellers, the Company, or the Company Subsidiaries or any of their respective Affiliates upon the termination of this Agreement, (ii) pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses Liability in connection with the Debt Equity Financing unless reimbursed and indemnified in full by the Buyer to the satisfaction of the Sellers Representative. (c) The Company’s and the Company Subsidiaries’ cooperation pursuant to this Section 7.7 shall be at the Buyer’s written request with reasonable prior notice. The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or (iv) be required to take any action in his/her capacity as a director disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub The Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange and consummate any Debt the Equity Financing.

Financing Cooperation. Upon (a) The Company agrees to provide such assistance, and to cause its Subsidiaries and its and their respective Representatives to provide such assistance, with the request of Debt Financing as is reasonably requested by Parent. Such assistance shall include, but not be limited to, the Company shall use following: (i) participating in a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions, (ii) furnishing Parent and its commercially reasonable efforts to provide reasonable cooperation lenders with all financial and other information reasonably required by Parent’s lenders in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“the Debt Financing”); provided that such cooperation does not unreasonably interfere , including, the Required Financial Information, (iii) assisting Parent and its lenders in the preparation of (A) a customary bank information memorandum, confidential information memorandum and similar documents, including customary authorization or reliance letters, for the Debt Financing and (B) materials for rating agency presentations, (iv) cooperating with Parent to satisfy the ongoing operations conditions precedent to the Debt Financing to the extent within the control of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (av) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used assisting in the preparation of a of, and executing and delivering, definitive financing documents, including, customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directorsclosing certificates, as the case may be, shall (i) be reasonably required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses in connection with the Debt Financing and other customary certificates and collateral security and guarantee documentation, as may be reasonably requested by Parent, (vi) delivering to the Parent at least three (3) Business Days prior to the Closing Date all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations (including the U.S.A. Patriot Act), that has been reasonably requested in writing by the Financing Sources at least eight (8) Business Days prior to the Closing Date, (vii) using commercially reasonable efforts to furnish Parent and its lenders as promptly as reasonably practicable with financial, business and other information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent, (viii) using commercially reasonable efforts to ensure that the Financing Sources benefit materially from existing lending and investment banking relationships of the Company and (x) cooperating with Parent to the extent within the control of the Company, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing; provided, that (w) the Company shall not be required to pay any fees (other than reasonable out of pocket expenses reimbursed by Parent hereunder) or incur any other liability or give any indemnity in connection with the Debt Financing, (ivx) no obligation of the Company under any agreement, certificate, document or instrument required to be delivered under this Section 5.17(a) shall be effective until the Closing other than in respect of customary authorization or reliance letters, (y) no Representative of the Company shall be required to take any action that could reasonably be expected to result in his/her capacity as a director or cause any personal liability on the part of any Representative, and (z) nothing in this Agreement will require the Company or board of directors to approve any of its Subsidiaries with respect to financing, including the Debt Financing, or any definitive documentation related thereto prior to Closing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) and expenses incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, the Company’s cooperation and in accordance with, compliance with this Section 5.13, and shall 5.17(a). Parent will indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, lossesclaims, costs, liabilities costs or expenses actually suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith therewith. Notwithstanding anything in this Section 5.17(a) to the contrary, the Company may refuse to provide any access, or to disclose any information, if the Company is advised in writing by its outside legal counsel that providing such access or disclosing such information would (other than A) violate applicable Law (including antitrust and privacy laws); provided, that, the Company shall provide such access or disclose such information to the greatest extent possible without violating applicable Law or (B) cause the loss of any attorney-client privilege; provided, that, if any information is withheld pursuant to the foregoing clause (B), the Company shall inform the Parent as to the general nature of what is being withheld and the parties shall use commercially reasonable efforts, such as entry into a customary joint defense agreement, to enable the Company to provide such information without causing the loss of any attorney-client privilege. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided by that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its SubsidiariesSubsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. (b) The Company shall obtain and deliver to Parent no later than two (2) Business Days prior to the Closing Date, an accurate and complete copy of a payoff letter, dated no more than five (5) Business Days prior to the Closing Date, with respect to the Company Debt and all amounts payable to the lender thereof necessary to (i) satisfy such Company Debt and all other actions taken by amounts payable to the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis lender thereof in full as of the status of its efforts to arrange Closing and consummate (ii) terminate and release any Debt FinancingLiens related thereto.

Financing Cooperation. Upon (a) Prior to the request of ParentEffective Time, the Company shall, and shall cause its Subsidiaries and Representatives to, use its commercially and their reasonable best efforts to provide reasonable such cooperation as may be reasonably requested by Parent in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities obtaining the Debt Financing (“Debt Financing”); provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially ), including, but not limited to: (i) furnish to Parent the Required Information and such other customary information as is necessary to comply with clause (ii)(B) below; (ii) (A) have appropriate members of senior management of the Company and its Subsidiaries participate in a reasonable efforts shall includenumber of meetings, presentations, road shows, due diligence sessions, drafting sessions, meetings with prospective lenders and sessions with rating agencies in connection with the Financing, (B) assist with the preparation of materials for rating agency presentations, road show presentations, offering memoranda, private placement memoranda, bank information memoranda (including, to the extent necessary, (x) an additional bank information memorandum that does not include material non-public information and (y) authorization letters), confidential information memorandum, offering documents and similar documents (and any supplements thereto) required in connection with the Financing and (C) assist Parent in procuring a public corporate credit rating and a public corporate family rating in respect of the relevant borrower under the Financing and public ratings for any of the tranches of the Financing be offered in connection with the Financing; (iii) (A) assist reasonably in the preparation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by ParentParent and otherwise reasonably facilitating the pledging of collateral (including the delivery of original share certificates, commercially reasonable efforts to: together with share powers executed in blank, with respect to the Company and each of its Subsidiaries) and (aB) make available reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to prospective lendersentering such definitive financing documents and otherwise necessary to permit consummation of the Financing; (iv) cooperate reasonably with the due diligence requests, on a to the extent customary and reasonable basis reasonable, in connection with the Financing; (v) obtain customary consents of accountants for use of their auditor opinions in any materials relating to the Debt Financing at the expense of and upon reasonable notice, appropriate personnel as reasonably requested by Parent on behalf of the Financing Sources; (vi) a certificate of the chief financial officer of the Company with respect to solvency matters in the form of Annex I of Exhibit C of the Debt Commitment Letter; and (vii) provide Parent at least five (5) Business Days prior to the Closing Date all customary documentation and other information with respect to the Company and its Subsidiaries, as is reasonably requested in writing by Parent, at least eight (b) provide, as promptly as reasonably practicable, information relating 8) Business Days prior to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of Closing Date that is required in connection with the Debt Financing (by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood USA PATRIOT Act; provided that the Company shall have no obligation to pay or discharge any such indebtedness prior to until the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any no liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, Financing and (iiiii) unless promptly reimbursed by Parent, not be required to incur any other expenses liability in connection with the Debt Financing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Parent. (ivb) be required to take any action in his/her capacity as a director of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, (i) promptly upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, providing the assistance contemplated by this Section 5.13, 8.07 and shall (ii) indemnify and hold harmless the Company, Company and its Subsidiaries and its and their respective Representatives from and against any and all losses, damages, losses, costs, obligations or liabilities or expenses suffered or incurred by any of them in connection with the arrangement Debt Financing or any assistance or activities in connection therewith, in each case, except to the extent suffered or incurred as a result of the Debt Financing and any information used in connection therewith (other than information provided bad faith, gross negligence, willful misconduct or material breach of this Agreement by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and or their respective Representatives pursuant to or arise out of or result from information provided by or on behalf of the Company. (c) For the avoidance of doubt, Parent may require the cooperation of the Company and its Subsidiaries under this Section 5.13. 8.07 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing, whether or not the Marketing Period will commence or be able to be satisfied in connection with any such request for information. (d) The Company hereby consents to the use of its and the Subsidiaries’ logos in connection with the Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. ARTICLE 9 Covenants of Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing.The parties hereto agree that:

Financing Cooperation. Upon (a) Subject to Section 6.14(b), prior to the request of ParentEffective Time, the Company shall, and shall cause each of the Company Subsidiaries to, and shall use its commercially reasonable best efforts to cause its and their Representatives to, provide reasonable to Parent such customary and necessary cooperation as may be reasonably requested by Parent to assist Parent in connection with Parent’s efforts to arrange and consummate any amendment toobtaining the Financing, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such which cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include: (i) causing its management team, external auditors and other non-legal advisors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with financing sources and potential lenders; (ii) to the extent reasonably requested by Parentappropriate, using commercially reasonable best efforts to: to enable the efforts to complete the Financing to benefit from the Company’s existing lending and investment banking relationships; (aiii) make available subject to prospective lendersthe limitations set forth in Section 6.14(a)(iv), on a customary using reasonable best efforts to assist with the timely preparation of road show materials, bank information memoranda, credit agreements, offering documents, private placement memoranda and reasonable basis and upon reasonable noticesimilar documents required in connection with the Financing, appropriate personnel of including the Company marketing thereof; (iv) subject to Section 6.4, furnishing Parent and its Subsidiaries, (b) provide, financing sources as promptly as reasonably practicable, practicable with (1) information relating to regarding the Company and its Subsidiaries to any financing institutions contemplated the extent reasonably available to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) Company (including information to be used in the preparation of a customary one or more information package packages regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries Subsidiaries) customary for financings similar to the Debt arrangement of the Financing) , to the extent reasonably requested by Parent and/or the Financing Sources or Merger Sub to assist in preparation of customary offering investor or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior lender presentations relating to the Effective Time), (d) cooperate with respect to matters relating to pledges placement of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing securities or arrangement of loans and (f2) assist Parent in obtaining customary comfort letters all consolidated financial statements, historical business and consents of the independent accountants other financial data, and audit reports of the Company and its Subsidiaries, including with respect and any supplements thereto, in each case to the auditor consents extent reasonably required to obtain the Financing and written historical financial information reasonably necessary for the Parent and any financing sources to prepare the customary offering or private placement memoranda in connection with an offering of debt or equity securities, including the (A) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries, for the fiscal year last ended, (B) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries, for each fiscal quarter ended after the date hereof (it being acknowledged and agreed that such unaudited quarterly financial statements shall be provided to Parent as soon as they are available to Company management after the completion of each fiscal quarter after the date hereof); (v) executing and delivering any filings with the SEC. Anything customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents (in this Section 5.13 each case, subject to the contrary notwithstanding, until and only effective upon occurrence of the Effective Time occursTime) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Merger Sub; (vi) assisting in (A) the preparation, neither execution and delivery of one or more pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments or (B) the Company nor termination and repayment or settlement of any of the Company’s or its Subsidiaries’ credit agreements, nor guarantees, pledge and security agreements and any of their respective officers ancillary documents and instruments, if any, in each case, on terms that are reasonably requested by Parent or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses Merger Sub in connection with the Debt Financing or (iv) be required to take any action in his/her capacity as a director Financing; provided, however, that no obligation of the Company or any of its Subsidiaries with under any such agreements or amendments or in respect of any such termination and repayment or settlement shall be effective until the Effective Time; (vii) providing at least five Business Days prior to the Debt Financing. Parent shall promptly, upon request expected Closing Date all documentation and other information about the Company and each of its Subsidiaries as is requested by the Company, reimburse financing source for the Financing that is required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; (viii) using reasonable best efforts (including by providing customary representations to such accountants) to cause accountants to consent to the use of their reports in any material relating to the Financing and to provide customary comfort letters; and (ix) reasonably cooperating to permit during normal business hours any prospective lenders involved in the Financing to evaluate the Company and the Company Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for all the purpose of establishing collateral arrangements to the extent customary and reasonable and documented out otherwise reasonably facilitating the grant of pocket costs a security interest in collateral and providing related lender protections. (b) Notwithstanding anything to the contrary contained in this Agreement (including reasonable attorneys’ feesthis Section 6.14): (i) incurred by nothing in this Agreement (including this Section 6.14) shall require any such cooperation to the extent that it would (a) require the Company or any of its the Company Subsidiaries or their respective Representatives in connection Representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses that are not contingent upon the earlier of the consummation of the Offer and the Effective Time or incur any liability or give any indemnities that are not contingent upon the earlier of the consummation of the Offer and the Effective Time, (b) unreasonably interfere with their respective obligations pursuant to, the ongoing business or operations of the Company and in accordance with, this Section 5.13, and shall indemnify and hold harmless the Company’s Subsidiaries, its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by c) require the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on Subsidiaries to take any action that will conflict with or violate the Company Charter or Company Bylaws, any Laws or result in the contravention of, or that would reasonably be expected to result in a reasonably current basis violation or breach of, or default under, any Contract to which the Company or any of the status Company Subsidiaries is a party, (d) require the Company or any of its efforts the Company Subsidiaries to arrange enter into or approve any financing or purchase agreement for the Financing prior to the earlier of the consummation of the Offer and consummate any Debt Financingthe Effective Time.

Financing Cooperation. Upon (a) On and prior to the request of ParentClosing, the Selling Parties and the Company shall use its commercially reasonable efforts to provide provide, and the Company shall use commercially reasonable efforts to cause Sellers’ Representatives to provide, in each case in a timely manner, reasonable cooperation and assistance to Buyer in connection with Parent(i) the arrangement of the Financing and (ii) Buyer’s efforts ability to arrange comply with regulatory reporting requirements, in each case including, as reasonably requested, (A) furnishing Buyer and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that its Financing Sources with all financial and other information concerning the Company reasonably required by such cooperation does not unreasonably interfere Financing Sources in connection with the ongoing operations Financing; (B) assisting in the preparation of customary confidential information memoranda and other customary materials to be used in connection with the Financing; (C) ensuring that the syndication efforts with respect to the Financing benefit materially from existing banking and lending relations of the Company and its Subsidiaries. Such commercially Affiliates; (D) making senior management of the Company available to participate in a reasonable efforts shall includenumber of due diligence meetings, bank meetings, drafting sessions and similar presentations to and with prospective lenders; (E) providing such certificates, documents and financial reports as may be reasonably requested by Buyer and its Financing Sources, including such financial reports as are required by the SEC or other regulatory bodies prior to the Closing; (F) assisting with the preparation of definitive financing documentation and the schedules and exhibits thereto, in each case, customarily required to be delivered under such definitive financing documentation; (G) providing all cooperation that is reasonable and customary to satisfy the conditions precedent set forth in any commitment letter or definitive document relating to the Financing to the extent reasonably requested by Parentthe satisfaction of such condition requires the reasonable and customary cooperation of, commercially or is within the control of, Seller or the Company; (H) following reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable advance notice, appropriate personnel of providing to Buyer and its Financing Sources all documentation and other information about the Company required by regulatory authorities under applicable “know your customer” and its Subsidiariesanti-money laundering rules and regulations, including the PATRIOT Act; (bI) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used assisting Buyer in the Buyer’s preparation of a customary pro forma financial information package regarding the business, operations, and pro forma financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time statements in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of any Financing for the independent accountants of periods for which the Company is obligated to deliver financial statements hereunder by providing Buyer with sufficient and its Subsidiaries, including customary information with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 Company for Buyer to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, prepare such pro forma financial information and pro forma financial statements; and (J) providing such additional cooperation as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed reasonably requested by Parent, be required to incur any other expenses Buyer in connection with the Debt Financing Financing; provided, that nothing herein shall require (w) such cooperation to the extent it would interfere unreasonably with the business or (iv) be required to take any action in his/her capacity as a director operations of the Company or any of its Subsidiaries with respect to the Debt Financing. Parent shall promptly, upon request by the Company, reimburse Subsidiaries; (x) the Company for all reasonable and documented out of pocket costs to prepare or deliver any financial statements other than those (including reasonable attorneys’ fees1) incurred previously provided to Buyer or (2) required to be delivered to Buyer pursuant to Section 7.05; (y) the Company to prepare or deliver any other financial information in a form not customarily prepared by the Company or any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) calendar days prior to the date of its Subsidiaries such request; or their respective Representatives (z) the Company to deliver or cause the delivery of any legal opinions or any certificate as to solvency. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be required to bear any out-of-pocket cost or expense, pay any fee or incur any Liability prior to the Closing or make any commitment or Contract effective prior to Closing in connection with the Financing. (b) Buyer shall reimburse promptly as incurred the Selling Parties and the Company for their respective obligations pursuant to, reasonable and documented out-of-pocket expenses incurred in accordance with, performing the covenants contained in this Section 5.13, and 8.01. Buyer shall indemnify and hold harmless the Selling Parties, the Company, its Subsidiaries and their respective Representatives and Affiliates from and against any and all losses, damages, lossesclaims, costs, liabilities costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt any Financing and any information used utilized in connection therewith (other than information provided to the extent any of the foregoing arises from the gross negligence or willful misconduct of, or breach of this Agreement by, the Selling Parties, the Company, or any of their respective Representatives and Affiliates. Notwithstanding anything to the contrary herein, it is understood and agreed by the Buyer that the conditions set forth in Section 6.01(c), as applied to the Company’s obligations under this Section 8.01, shall be deemed to be satisfied unless there has occurred an intentional and material breach of the obligations of the Selling Parties or the Company under this Section 8.01. (c) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, that such logos are used solely in a manner that is reasonable and customary and that is not reasonably likely to harm or disparage the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate in any Debt Financingrespect.

Financing Cooperation. Upon (a) Subject to Section 6.11(a), prior to the request of ParentFirst Effective Time, the Company shall use and shall cause its commercially reasonable efforts to provide reasonable cooperation Subsidiaries to, at Parent’s sole expense, reasonably cooperate in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities the arrangement of the Debt Financing as may be reasonably requested by Parent in connection with the Debt Financing (“Debt Financing”); provided that such requested cooperation is otherwise consistent with this Agreement and does not unreasonably interfere in any material respect with the ongoing operations of the Company and its Subsidiaries). Such commercially reasonable efforts cooperation by the Company shall include, at the reasonable request of Parent: (i) commenting on or assisting with the preparation (including providing information and materials to be used in the preparation) of customary confidential information memoranda or similar offering documents for the Debt Financing, customary rating agency presentations and lender presentations for the Debt Financing; provided, that any such document and rating agency presentation shall contain disclosure and financial statements reflecting the Company as the obligor; (ii) assisting in the preparation of, and executing and delivering, one or more credit agreements, guarantees, pledge and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, or other certificates, documents, or closing deliverables with respect to the Debt Financing contemplated by the Debt Commitment Letter as may be reasonably requested by Parent (including customary consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating the pledging of collateral; (iii) furnishing Parent and Parent’s Financing Sources and their respective Representatives with the Required Information; (iv) furnishing Parent for distribution to the Financing Sources information required by any Financing Sources for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act of 2001 at least three days prior to Closing; (v) participating in a reasonable number of meetings with prospective lenders for the Debt Financing at times and location to be mutually and reasonably agreed upon, including contact between appropriate senior management, on the one hand, and prospective lenders on the other; (vi) cooperating reasonably with the due diligence of the Financing Sources, to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of the Company or any of its Subsidiaries; (vii) cooperating in satisfying the conditions precedent set forth in the Debt Commitment Letter or any definitive document relating to the Debt Financing (to the extent the satisfaction of such condition requires the cooperation of, and is within the control of the Company or its Subsidiaries); (viii) cooperating with Parent in Parent’s efforts to obtain consents, legal opinions, surveys, title insurance and insurance affidavits as reasonably requested by Parent, commercially reasonable efforts to: ; (aix) make available taking all actions reasonably requested by Parent and necessary to (A) permit the prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of lenders involved in the Debt Financing to evaluate the Company and its Subsidiaries’ current assets, (b) providecash management and accounting systems, as promptly as reasonably practicable, information policies and procedures relating thereto for the purpose of establishing collateral arrangements to the Company extent customary and its Subsidiaries reasonable and (B) no earlier than the Closing establish bank and other accounts and blocked account agreements and lock-box arrangements in connection with the foregoing; and (x) provide commercially reasonable efforts to any financing institutions contemplated assist Parent in connection with Parent’s preparation of pro forma financial information and financial statements to arrange and/or provide all the extent necessary or any portion of the Debt reasonably required by Financing (the “Financing Sources”) (including information Sources to be used included in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar any offering documents or marketing documents related to the Debt Financing) to the extent reasonably requested by . Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that shall promptly reimburse the Company shall have no obligation to pay or discharge for any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time expenses and costs incurred in connection with such financingthe Company’s or its Affiliates’ obligations under this Section 6.17(a). Notwithstanding anything in this Agreement to the contrary, (e) assist Parent nothing in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of this Agreement shall require the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor or any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall Subsidiaries to (i) be required waive or amend any terms of this Agreement, agree to pay any commitment or other similar feefees or reimburse any expenses prior to the First Effective Time or to approve the execution or delivery of any document or certificate in connection with the Financing (or any alternative financing), (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related relating to the Debt Financing, Financing prior to the First Effective Time or (iii) unless promptly reimbursed provide any information the disclosure of which is prohibited or restricted under applicable Law or where such disclosure would, in the opinion of counsel, reasonably be expected to result in the waiver of any attorney-client privilege; provided, that in the case of the preceding clause (iii), that they shall use commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or result in the waiver of such privilege, including by Parent, be required providing such information in redacted form as necessary to incur any other expenses preserve such privilege or comply with such Law. Nothing in connection this Section 6.17 shall require the cooperation of the Company to the extent that it would unreasonably interfere with the Debt Financing business or (iv) be required to take any action in his/her capacity as a director operations of the Company. No officer of the Company or any of its Subsidiaries who is not reasonably expect to be an officer of the Second Step Surviving Corporation shall be obligated to deliver any certificate in connection with respect the Financing and no counsel for the Company or any of its Subsidiaries shall be obligated to deliver any opinion in connection with the Financing, and irrespective of the above, no obligation of the Company or any of its Subsidiaries under any agreement, certificate, document or instrument shall be effective until the First Effective Time. None of the Company or any of its Subsidiaries shall be required to take any action under any certificate, agreement, arrangement, document or instrument that is not contingent upon the occurrence of the Closing (including entry into any agreement that is effective before the First Effective Time) or that would be effective prior to the Debt FinancingFirst Effective Time. Parent shall promptly, upon request by the Company, reimburse Nothing in this Agreement will require any officer or Representative of the Company for or any of its Subsidiaries to deliver any certificate or opinion or take any other action pursuant to Section 6.17 or any other provision of this agreement that could reasonably be expected to result in personal liability to such officer or Representative. (b) The Company hereby consents to the use of all reasonable logos of the Company and documented out of pocket costs its Subsidiaries in connection with the Financing so long as such logos (including reasonable attorneys’ feesi) incurred by are used solely in a manner that is not intended to or would reasonably be likely to harm or disparage the Company or any of its Subsidiaries or their respective Representatives the reputation or goodwill of the Company or any of its Subsidiaries and (ii) are used solely in connection with their respective obligations pursuant toa description of the Company, its business and in accordance with, this Section 5.13, and products or the Merger. (c) Parent shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses losses actually suffered or incurred by any of them in connection with the arrangement of the Debt Financing Financing, solely to the extent arising from any action taken by them at the request of Parent pursuant to this Section 6.17 and any information used misused by the Financing Sources in connection therewith (other than therewith, except to the extent with respect to any willful misconduct, fraud, bad faith, gross negligence or material misstatement or omission in information provided hereunder, by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and or any of their respective Representatives. (d) All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent or any of its Representatives pursuant to this Section 5.13. 6.17 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent and Merger Sub shall keep be permitted to disclose Confidential Information to potential debt financing sources and their Representatives without the prior written consent of the Company informed on if such potential debt financing sources and their Representatives who receive such information are subject to a reasonably current basis of confidentiality agreement no less restrictive that the status of its efforts Confidentiality Agreement with respect to arrange and consummate any Debt Financingsuch information or as provided in the Commitment Letter.

Financing Cooperation. Upon (a) Prior to the request of Parent, the Company shall Closing Date Sellers agree to use its commercially reasonable efforts to provide reasonable cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of and shall cause the Company and its Subsidiaries. Such the Company Subsidiaries to use commercially reasonable efforts shall includeto, assist Buyers, to the extent reasonably requested by ParentBuyers, commercially in contacting the agent and lenders under the Company Credit Facilities and to otherwise cooperate with Buyers’ efforts to obtain the Refinancing Consents. At least two (2) Business Days prior to the Closing, the Company shall deliver or cause to be delivered to Buyers drafts of the payoff letters, if any, required to be delivered pursuant to Section 2.3(c). (b) If and only to the extent the Refinancing Consents have not been obtained, during the period from the date of this Agreement through the Closing, Sellers shall cause the Company and each Company Subsidiary to, and shall use reasonable best efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, cause the appropriate personnel Representatives of the Company and its Subsidiarieseach Company Subsidiary to, provide in each case at Buyers’ sole expense, all cooperation reasonably requested by Buyers upon reasonable prior notice that is customary and necessary in connection with arranging, obtaining and syndicating the HFOTCO Backstop Financing, including (as applicable, subject to customary confidentiality arrangements and the remaining provisions of this Section 6.12) using commercially reasonable efforts (i) to make appropriate officers of the Company available for participation in a reasonable number of meetings on reasonable advance notice and at reasonable locations, due diligence sessions, drafting sessions, presentations, road shows and sessions with rating agencies, (bii) providereasonably assist Buyers in the preparation of any presentation to rating agencies, as promptly as reasonably practicable, information relating (iii) to furnish Buyers and their financing sources with copies of such financial and operating data with respect to the Company and its the Company Subsidiaries which is prepared by the Company in the ordinary course of business as is reasonably requested by Buyers and is customarily required in connection with bank-debt financings, (iv) to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used assist Buyers in the preparation and negotiation of, and executing and delivering, definitive financing documents, including customary credit agreements, indentures, guarantee and pledge and security documents and any other customary certificates and documents as may be reasonably requested by Buyers (including a certificate of a customary information package regarding the business, operations, financial condition, projections and prospects chief executive officer of the Company with respect to solvency matters at the Company at Closing as required in the HFOTCO Debt Commitment Letter), (v) subject to any contractual agreement in effect, to facilitate the pledging of collateral for the HFOTCO Backstop Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries customary the Company Subsidiaries’ assets for financings similar the purpose of establishing collateral arrangements, (vi) at least five (5) Business Days prior to the Closing Date, to provide documentation and other information about the Company and each Company Subsidiary that is required to become a guarantor of the HFOTCO Backstop Financing as is reasonably requested in writing by Buyers at least ten (10) Business Days prior to the Closing Date in connection with the HFOTCO Backstop Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act required to be disclosed under paragraph 8 of Exhibit C of the HFOTCO Debt FinancingCommitment Letter, (vii) to furnish promptly when available, but in no event later than August 15, 2017, the Q2 Financial Statements and the unaudited financial statements of BGCT LLC required to be delivered to the lenders under the Company Credit Facilities, (viii) to provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders or investors as is required to be delivered under the HFOTCO Debt Commitment Letter, (ix) to the extent reasonably requested by Parent and/or the Financing Sources Refinancing Consents with respect to assist in preparation of customary offering or information documents the Company Credit Facilities shall not have been obtained prior to be used for the completion of the Debt FinancingClosing Date, (c) assist in the obtaining of to use commercially reasonable efforts to obtain customary payoff letters letters, Lien terminations and instruments of discharge to be delivered at the Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Company Credit Facilities, and (x) to provide, at Buyers’ sole cost and expense, such cooperation and assistance as is reasonably requested by Buyers, upon reasonable prior notice, in each case connection with Buyers’ preparation, execution and delivery, as applicable of (A) pro forma financial information in respect of such fiscal period in accordance with Regulation S-K and Regulation S-X under the Securities Act; provided, however, that any obligations contained in all such agreements and documents shall be subject to take effect at the Effective Time occurrence of the Closing and effective no earlier than the Closing Date and (it being understood that B) customary credit agreements, indentures and pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, other definitive financing documents or other certificates (including a certificate of the chief executive officer of the Company shall have no obligation to pay (or discharge any such indebtedness prior to the Effective Time), (dits applicable Subsidiary) cooperate with respect to matters solvency matters), board resolutions or consents, customary closing certificates and documents as may be reasonably requested by Buyers and assisting in the negotiation of any such agreements and other documents; provided further that nothing in this Agreement shall require Sellers to cause the delivery of (A) any legal opinions or accountants’ cold comfort letters or reliance letters or any officer’s certificate in respect of the solvency of any entity other than the Company and the Company Subsidiaries at Closing, (B) any description of all or any component of the HFOTCO Backstop Financing, or (C) projections, risk factors or other forward-looking statements relating to pledges all or any component of collateral to take effect at the Effective Time HFOTCO Backstop Financing. (c) Buyers agree that the execution by Sellers, the Company or any of the Company Subsidiaries of any documents in connection with such financing, (e) assist Parent in obtaining customary legal opinions the HFOTCO Backstop Financing shall be subject to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents the consummation of the independent accountants Transactions at the Closing and such documents will not take effect until the completion of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SECClosing. Anything Notwithstanding anything in this Section 5.13 6.12 or elsewhere in this Agreement to the contrary notwithstandingcontrary, until the Effective Time occurs(i) neither Sellers, neither the Company nor any of its the Company Subsidiaries shall be required to bear any cost or expense, pay any fee or incur any liability or make any commitment or agreement that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the completion of the Closing, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or any of the Company Subsidiaries, nor (iii) none of Sellers, the Company or any of their respective officers or directors, as the case may be, Company Subsidiaries shall (i) be required to take any action that would reasonably be expected to result in a breach of any Contract or subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar feefee or make any other payment (other than reasonable out-of-pocket costs that are reimbursed by Buyers) or incur any other liability of any kind or provide or agree to provide any indemnity in connection with the HFOTCO Backstop Financing or any of the foregoing prior to (or that is not subject to the occurrence of) the completion of the Closing, (iiiv) enter into none of Sellers, the Company or any of the Company Subsidiaries shall be required to execute prior to the Closing any definitive agreement financing documents, including any credit or have any liability other agreements, pledge or any obligation under any certificatesecurity documents, documentor other certificates, instrument, credit agreement legal opinions or any related document or any other agreement or document related to documents in connection with the Debt HFOTCO Backstop Financing, (iiiv) unless promptly reimbursed by Parentno officer or director of Sellers, the Company or any of the Company Subsidiaries shall be required to incur any other expenses personal liability in respect of any agreements, documents, certificates or opinions delivered in connection with the Debt Financing HFOTCO Backstop Financing, and (vi) none of the boards of directors (or (ivequivalent bodies) be required to take any action in his/her capacity as a director of Sellers, the Company or any of the Company Subsidiaries shall be required to enter into any resolutions or take similar action approving the HFOTCO Backstop Financing (other than any reasonable approval in connection with any Refinancing Consent that the applicable holders of such indebtedness may reasonably request in connection with such Refinancing Consent). Buyers shall indemnify, defend and hold harmless Sellers, the Company, and the Company Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the HFOTCO Backstop Financing, including any action taken in accordance with this Section 6.12 and any information utilized in connection therewith (other than historical financial information relating to the Company and its Subsidiaries provided in writing by the Company or its Subsidiaries expressly for use in connection with respect to the Debt HFOTCO Backstop Financing). Parent shall promptlyBuyers shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by Sellers, the Company, and the Company or any of its Subsidiaries or their respective Representatives in connection with their respective obligations pursuant to, and in accordance with, this Section 5.136.12. Notwithstanding anything herein to the contrary, and shall indemnify and hold harmless the only obligations of Sellers, the Company, its and the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them with respect to the HFOTCO Backstop Financing shall be those explicitly set forth in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of its Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate any Debt Financing6.12.

Financing Cooperation. Upon Prior to the request of ParentAcceptance Time, the Company shall provide, and shall cause its Subsidiaries to provide, and shall use its commercially reasonable efforts to cause its and their officers, employees and advisors, including legal and accounting, to provide reasonable cooperation requested by Parent in connection with Parent’s efforts to arrange and consummate the arrangement of any amendment to, debt or replacement or supplement of, Parent’s credit facilities equity financing transaction by Parent in connection with the Merger (the “Debt Prospective Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and , including using its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary provide financial and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, other relevant information relating to regarding the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion that is reasonably necessary and cooperate in the preparation of pro forma financial information for the Debt Financing (the “Financing Sources”) Merger (including information to be used in the preparation of a customary an information package package, offering memorandum, prospectus, prospectus supplement or similar document regarding the business, assets, operations, financial condition, projections and prospects of Parent and the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent such financing or reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used necessary for the completion of the Debt Prospective Financing) as may be required to obtain the Prospective Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (db) cooperate with respect the marketing efforts for the Prospective Financing (including consenting to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents reasonable use of the independent accountants logos of the Company and its Subsidiaries), including with respect to the auditor consents (c) participate as appropriate in connection with any filings meetings, presentations, road shows, drafting sessions, and sessions with the SEC. Anything in this Section 5.13 rating agencies as are reasonably necessary to consummate the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Prospective Financing, (iiid) unless promptly reimbursed by Parentassist Parent and its financing sources in the amendment or termination of, be required to incur or in obtaining any other expenses in connection with relevant waiver from the Debt Financing lenders or (iv) be required to take any action in his/her capacity as a director counterparties of the Company or any of its Subsidiaries in relation to, any of the Company’s or any of its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements (including, for the avoidance of doubt, any arrangements creating security interests), in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Prospective Financing and conditioned upon the occurrence of the Acceptance Time, in each case it being understood and agreed that information and documents provided by the Company and its Subsidiaries may be delivered to agents and lenders and their respective representatives and (e) subject to the appropriate confidentiality undertakings, cooperate reasonably with Parent’s financing sources’ or underwriters’, as applicable, due diligence. Notwithstanding the foregoing, (i) no obligation of the Company or any of its Subsidiaries related to any financing (other than cooperation pursuant to this Section 6.16) will be effective prior to the Effective Time, (ii) nothing herein shall require such cooperation to the extent it would interfere, in an unreasonable manner, with the business or operations of the Company or its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries will be required to pay any commitment fee or similar fee or incur any liability with respect to any financing prior to the Debt FinancingEffective Time. Parent shall (A) will promptly, upon request by of the Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or Company, any of its Subsidiaries or their respective its Representatives in connection with their respective obligations the cooperation of the Company and its Subsidiaries requested by Parent pursuant to, and in accordance with, to this Section 5.136.16, (B) acknowledges and shall agrees that the Company, its Subsidiaries and Representatives will not have any responsibility for, or incur any liability to any Person under the Prospective Financing prior to the Effective Time and (C) will indemnify and hold harmless the Company, its Subsidiaries and their respective its Representatives from and against any and all losses, damages, lossesclaims, costs, liabilities costs or expenses to the extent suffered or incurred by any of them in connection with the arrangement of the Debt Prospective Financing pursuant to this Section 6.16 and any information used in connection therewith (other than therewith, except to the extent that such losses, damages, claims, costs or expenses resulted from or arose out of the willful misconduct of, or information provided by by, the Company or any of its Subsidiaries) and all other actions taken by . Notwithstanding anything to the Companycontrary in this Agreement, its Subsidiaries and their respective Representatives pursuant to this Section 5.13. Parent and Merger Sub shall keep the Company informed on agrees that, prior to the Acceptance Time, the Company shall either (1) deliver to Parent a fully executed and effective waiver under the Credit Agreement, in form and substance reasonably current basis satisfactory to Parent, waiving any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) in connection with the consummation of the status Offer, the Merger and the other transactions contemplated by this Agreement or (2) repay all amounts owed under the Credit Agreement, terminate the Credit Agreement and provide evidence, in form and substance reasonably satisfactory to Parent, of its efforts to arrange and consummate any Debt Financingsuch termination.

Financing Cooperation. Upon (a) Prior to the request of ParentClosing, Seller shall, and shall cause the Company shall Selling Subsidiaries and the Acquired Companies to, use its commercially reasonable efforts to provide reasonable to Purchaser such customary cooperation in connection with Parent’s efforts to arrange and consummate any amendment to, or replacement or supplement of, Parent’s credit facilities (“Debt Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such commercially reasonable efforts shall include, to the extent reasonably requested by Parent, commercially reasonable efforts to: (a) make available to prospective lenders, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of the Company and its Subsidiaries, (b) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to any financing institutions contemplated to arrange and/or provide all or any portion of the Debt Financing (the “Financing Sources”) (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Debt Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Debt Financing, (c) assist in the obtaining of customary payoff letters and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of the Existing Credit Facilities and releasing Liens and the pledges of collateral securing such Existing Credit Facilities, in each case to take effect at the Effective Time (it being understood that the Company shall have no obligation to pay or discharge any such indebtedness prior to the Effective Time), (d) cooperate with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with such financing, (e) assist Parent in obtaining customary legal opinions to be delivered in connection with such financing and (f) assist Parent in obtaining customary comfort letters and consents of the independent accountants of the Company and its Subsidiaries, including with respect to the auditor consents in connection with any filings with the SEC. Anything in this Section 5.13 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee, (ii) enter into any definitive agreement or have any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing, (iii) unless promptly reimbursed by Parent, be required to incur any other expenses Purchaser in connection with the Debt Financing or Financing; provided that such requests are timely made so as not to delay the Closing beyond the date that it would otherwise occur. Such cooperation shall include using commercially reasonable efforts to do the following (ivin each case, to the extent so requested): (i) be required to take any action in his/her capacity as a director causing management teams of the Company Business, with appropriate seniority and expertise, at reasonable times and upon reasonable advance notice, to participate in a reasonable number of meetings, conference calls, drafting sessions, due diligence sessions and similar presentations to and with prospective lenders and rating agencies (with all of the foregoing to be virtual at Seller’s or such Persons’ request); (ii) reasonably assisting with the preparation of customary rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memorandum that does not include material non-public information) and other customary marketing and syndication materials (which may only be distributed to a third party to the extent permitted by the Confidentiality Agreement or a separate confidentiality agreement entered into between Seller and such third party) reasonably and customarily required and reasonably requested by the Debt Financing Sources in connection with the Debt Financing, in each case solely with respect to information relating to the Business; and (iii) furnishing Purchaser and the Debt Financing Sources, no later than three (3) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, that has been reasonably requested by Purchaser in writing, at least ten (10) Business Days prior to the Closing Date. (b) Purchaser acknowledges and agrees that Seller, its Affiliates and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Purchaser may raise in connection herewith, or any cooperation provided pursuant to this Section 6.11. Purchaser shall (i) promptly reimburse Seller and any of its Subsidiaries with respect to Affiliates, and its and their respective officers, directors, employees, agents and representatives (collectively, the Debt Financing. Parent shall promptly, upon request by the Company, reimburse the Company “Seller Indemnitees”) for all reasonable and documented out of the out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives such Seller Indemnitee in connection with their respective obligations pursuant to, and in accordance with, this Section 5.13, 6.11 and shall (ii) indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives Seller Indemnitees from and against any all Taxes and all damages, losses, costs, liabilities or expenses Losses suffered or incurred incurred, directly or indirectly, by any of them in connection with the arrangement of the Debt Financing and (including any action pursuant to this Section 6.11), or any information used in connection therewith (other than information provided by therewith. Any use of Seller’s or its Controlled Affiliates’ logos in connection with the Company Debt Financing shall require Seller’s prior written consent; provided, however, that in the event and to the extent Seller provides such consent, such logos shall be used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage or otherwise adversely affect Seller or any of its Subsidiaries) and all Controlled Affiliates or the reputation or goodwill of Seller or any of its Controlled Affiliates or any of its or their respective products, services, offerings or Intellectual Property. All non-public or other actions taken confidential information provided by the CompanySeller, its Subsidiaries and Controlled Affiliates or their respective Representatives pursuant to this Section 5.136.11 shall be kept confidential in accordance with, and shall be subject to the terms of, the Confidentiality Agreement. Parent Seller, its Controlled Affiliates and Merger Sub their respective Representatives shall keep be given a reasonable opportunity to review all presentations, bank information memoranda and similar marketing materials, materials for rating agencies and other documents prepared by or on behalf of or used by Purchaser or any of its Affiliates or used or distributed to any Debt Financing Source or any of its Affiliates in connection with the Company informed on Debt Financing that include any logos of or information about or provided by the Business, Seller, its Controlled Affiliates, or their respective Representatives, and any such presentations, memoranda, materials or documents shall include a reasonably current basis conspicuous disclaimer to the effect that none of Seller, its Affiliates or their respective Representatives has any responsibility or liability for the content of such document and that Seller, its Controlled Affiliates and their respective Representatives disclaim all responsibility therefor. (c) Notwithstanding anything in this Agreement to the contrary (including this Section 6.11), none of Seller, its Controlled Affiliates or their respective Representatives shall be required to: (i) waive or amend any terms of this Agreement or any Transaction Agreement or agree to pay or pay any commitment or other fee or reimburse any expenses in connection with any Financing (other than, in the case of any such fees or expenses, those of the status Acquired Companies that only take effect upon the Closing and that terminate with no liability to Seller or any of its efforts Controlled Affiliates or their respective Representatives upon termination of this Agreement); (ii) take any action that would, or would reasonably be expected to, result in Seller or any of its Controlled Affiliates or their respective Representatives incurring any actual or potential liability or giving or being required to arrange give any indemnity in connection with the Financing (other than those of the Acquired Companies that only take effect upon the Closing and consummate that terminate with no liability to Seller or any Debt of its Controlled Affiliates or their respective Representatives upon termination of this Agreement); (iii) take any action that would require Seller or any of its Controlled Affiliates or their respective Representatives to execute, deliver, enter into or perform any document, agreement, certificate or instrument with respect to the Financing (other than those of the Acquired Companies that only take effect upon the Closing and that terminate with no liability to Seller or any of its Controlled Affiliates or their respective Representatives upon termination of this Agreement), or provide (or cause any of their Representatives to provide) any accountants’ comfort letter, reliance letter, legal opinion or other opinion of counsel; (iv) adopt resolutions or execute consents to approve or authorize the execution of the Financing; (v) take any action that would unreasonably interfere with the Business or the other businesses or operations of Seller or any of its Controlled Affiliates or their respective Representatives; (vi) take any action that would cause any representation or warranty in this Agreement or any Transaction Agreement to be breached or become inaccurate or that would breach any covenant in this Agreement or any Transaction Agreement; (vii) take any action that would conflict with or violate, or that could reasonably be expected to conflict with or violate, the organizational documents of Seller or any of its Controlled Affiliates or applicable Legal Requirements; (viii) take any action that would result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any Contract to which Seller or any of its Controlled Affiliates or their respective Representatives is a party or bound or any obligations of confidentiality binding on Seller or any of its Controlled Affiliates or their respective Representatives; (ix) provide access to or disclose information that constitutes attorney work product or that Seller determines would jeopardize any attorney-client privilege of Seller or any of its Controlled Affiliates or their respective Representatives or which is restricted or prohibited under applicable Legal Requirements; (x) cause any director, officer, employee or other Representative of Seller or any of its Controlled Affiliates to incur any actual or potential personal liability; or (xi) prepare any financial statements, projections or other similar materials.